$279,504,000 - Freddie Mac · Freddie Mac Multifamily ML Certificates Series ML-03 Offered Classes: Classes of ML Certificates shown below Trust: ... 26.7% of total Oregon 1 property

Offering Circular Supplement(To Offering CircularDated June 2, 2017)

$279,504,000(Approximate)

Freddie MacMultifamily ML Certificates

Series ML-03

Offered Classes: Classes of ML Certificates shown below

Trust: FRETE 2017-ML03 Trust

Underlying Tax-Exempt Loans: Tax-exempt loans (each a “TEL”)Originators: Citibank, N.A., Hunt Mortgage Group, Jones Lang LaSalle Multifamily, LLC and

Prudential Affordable Mortgage Company, LLC

Depositor: Freddie Mac

Master Servicer: Freddie Mac

Special Servicer: Midland Loan Services, a Division of PNC Bank, National Association, and Wells FargoBank, National Association, under the circumstances set forth herein

Trustee, CertificateAdministrator and Custodian: U.S. Bank National Association

Payment Dates: Monthly beginning in December 2017

Optional Termination: The ML Certificates are subject to a 10% clean-up call right, as described in this offeringcircular supplement

Form of ML Certificates: Book-entry on DTC System

Offering Terms: The placement agents named below are offering the ML Certificates shown below innegotiated transactions at varying prices; it is expected that we will purchase all or aportion of the class X certificates

Tax Status: Dechert LLP will render its opinion to the effect that (i) a portion of the Trust will betreated as a partnership that owns the TELs, and the holders of the offered certificateswill be treated as partners in the partnership for federal income tax purposes, and (ii) theholders of the offered certificates will be allocated their respective shares of all tax-exempt interest accrued on the TELs and all expenses and fees incurred by thepartnership for federal income tax purposes. Taxable Guarantor Payments received byholders of offered certificates will not be excludable from gross income for federalincome tax purposes.

Closing Date: On or about November 28, 2017

Class

Original PrincipalBalance or

Notional Amount(1)Class

CouponCUSIP

NumberExpected Rating

Moody’s(2)

FinalPayment Date

A $279,504,000 (3) 30306CAC5 Aaa(sf) May 25, 2033X $310,560,703 (3) 30306CAD3 N/A May 25, 2033

(1) Approximate. May vary by up to 5%.(2) See “Ratings.” The class X certificates are not rated.(3) See “Summary of Offering Circular Supplement—Transaction Overview and Description of the Certificates—Distributions—Calculation of Pass-Through

Rates” in this offering circular supplement.

The ML Certificates may not be suitable investments for you. You should consider carefully the risks of investing in them. See“Risk Factors” and “Prepayment, Yield and Suitability Considerations” in our Multifamily ML Certificates Offering Circular datedJune 2, 2017 (the “Offering Circular”).

You should purchase ML Certificates only if you have read and understood this offering circular supplement, the attached OfferingCircular and the documents listed under “Description of the Certificates—Reports to Certificateholders and Freddie Mac;Available Information.”

We guarantee certain payments of interest and principal on the ML Certificates shown above. These payments are not debts orobligations of the United States or any federal agency or instrumentality other than Freddie Mac. Because of applicable securitieslaw exemptions, we have not registered the ML Certificates with any federal or state securities commission. No securitiescommission has reviewed this supplement.

Co-Lead Managers and Joint Bookrunners

Wells Fargo Securities CitigroupCo-Managers

Jefferies Mischler Financial Group, Inc. Stifel, Nicolaus & Company, Incorporated

November 16, 2017

3.4% – 10.0%

10.1% – 15.0%

15.1% – 26.7%

Percentage ofInitial Mortgage Pool Balance

Florida1 property$11,997,8233.9% of total

Connecticut1 property$62,000,00020.0% of total

Illinois1 property$24,013,7627.7% of total

Minnesota3 properties$39,479,31112.7% of total

California3 properties$82,780,00026.7% of total

Oregon1 property$10,500,0003.4% of total

Texas13 properties$59,190,23119.1% of total

Colorado1 property$20,599,5766.6% of total

Multifamily Mortgage Pass-Through Certificates Series 2017-ML03FRETE 2017-ML03 Mortgage Trust

TABLE OF CONTENTS

Offering Circular Supplement

Page

3

IMPORTANT NOTICE REGARDING THE CERTIFICATES................................................................................. 4IMPORTANT NOTICE ABOUT INFORMATION PRESENTED IN THIS OFFERING CIRCULAR

SUPPLEMENT ............................................................................................................................................. 4SUMMARY OF OFFERING CIRCULAR SUPPLEMENT ...................................................................................... 7RISK FACTORS ....................................................................................................................................................... 38CAPITALIZED TERMS USED IN THIS OFFERING CIRCULAR SUPPLEMENT............................................. 82FORWARD-LOOKING STATEMENTS................................................................................................................. 82DESCRIPTION OF THE ISSUING ENTITY .......................................................................................................... 83DESCRIPTION OF THE DEPOSITOR AND GUARANTOR ................................................................................ 84DESCRIPTION OF THE RELATED BORROWERS.............................................................................................. 88DESCRIPTION OF THE RELATED SPONSOR .................................................................................................... 88DESCRIPTION OF THE TELS AND UNDERLYING MORTGAGE LOANS...................................................... 88DESCRIPTION OF THE CERTIFICATES............................................................................................................ 115YIELD AND MATURITY CONSIDERATIONS .................................................................................................. 139THE POOLING AGREEMENT ............................................................................................................................. 145CERTAIN FEDERAL INCOME TAX CONSEQUENCES................................................................................... 200STATE AND OTHER TAX CONSIDERATIONS ................................................................................................ 201ERISA CONSIDERATIONS .................................................................................................................................. 201LEGAL INVESTMENT.......................................................................................................................................... 202USE OF PROCEEDS .............................................................................................................................................. 202PLAN OF DISTRIBUTION.................................................................................................................................... 203LEGAL MATTERS ................................................................................................................................................ 203RATINGS................................................................................................................................................................ 203GLOSSARY ............................................................................................................................................................ 205

Exhibits to Offering Circular Supplement

EXHIBIT A-1 — CERTAIN CHARACTERISTICS OF THE TELS, THE UNDERLYING MORTGAGE LOANS AND THE

RELATED MORTGAGED REAL PROPERTIES

EXHIBIT A-2 — CERTAIN MORTGAGE POOL INFORMATION

EXHIBIT A-3 — DESCRIPTION OF THE TEN LARGEST UNDERLYING MORTGAGE LOANS

EXHIBIT B — FORM OF CERTIFICATE ADMINISTRATOR’S STATEMENT TO CERTIFICATEHOLDERS

EXHIBIT C-1 — DEPOSITOR’S REPRESENTATIONS AND WARRANTIES

EXHIBIT C-2 — EXCEPTIONS TO DEPOSITOR’S REPRESENTATIONS AND WARRANTIES

EXHIBIT D — DECREMENT TABLE FOR THE CLASS A CERTIFICATES

EXHIBIT E — PRICE/YIELD TABLE FOR THE CLASS X CERTIFICATES

You should rely only on the information contained in this document or to which we have referred you.We have not authorized anyone to provide you with information that is different. This document may only beused where it is legal to sell these securities. The information in this document may only be accurate on thedate of this document.

4

IMPORTANT NOTICE REGARDING THE CERTIFICATES

NONE OF FREDDIE MAC OR ANY OTHER PERSON INTENDS TO RETAIN A 5% NET ECONOMICINTEREST WITH RESPECT TO THE CERTIFICATES IN ANY OF THE FORMS PRESCRIBED BY ARTICLE405(1) OF EUROPEAN UNION REGULATION 575/2013 OR BY ANY OTHER EUROPEAN UNIONLEGISLATION THAT REQUIRES THAT THERE BE SUCH A RETENTION AS A CONDITION TO ANINVESTMENT IN THE CERTIFICATES BY A EUROPEAN INVESTOR SUBJECT TO SUCH LEGISLATION.FOR ADDITIONAL INFORMATION IN THIS REGARD, SEE “RISK FACTORS—RISKS RELATED TO THEOFFERED CERTIFICATES—LEGAL AND REGULATORY PROVISIONS AFFECTING INVESTORS COULDADVERSELY AFFECT THE LIQUIDITY OF YOUR INVESTMENT” IN THIS OFFERING CIRCULARSUPPLEMENT. IN ADDITION, NO PARTY WILL RETAIN RISK WITH RESPECT TO THISTRANSACTION IN A FORM OR AN AMOUNT PURSUANT TO THE TERMS OF THE U.S. CREDIT RISKRETENTION RULE (12 C.F.R. PART 1234). SEE “DESCRIPTION OF THE DEPOSITOR ANDGUARANTOR—CREDIT RISK RETENTION” IN THIS OFFERING CIRCULAR SUPPLEMENT.

IMPORTANT NOTICE ABOUT INFORMATIONPRESENTED IN THIS OFFERING CIRCULAR SUPPLEMENT

THE PLACEMENT AGENTS DESCRIBED IN THIS OFFERING CIRCULAR SUPPLEMENT MAY FROMTIME TO TIME PERFORM INVESTMENT BANKING SERVICES FOR, OR SOLICIT INVESTMENTBANKING BUSINESS FROM, ANY COMPANY NAMED IN THIS OFFERING CIRCULAR SUPPLEMENT.

THE PLACEMENT AGENTS AND/OR THEIR RESPECTIVE EMPLOYEES MAY FROM TIME TO TIMEHAVE A LONG OR SHORT POSITION IN ANY SECURITY OR CONTRACT DISCUSSED IN THISOFFERING CIRCULAR SUPPLEMENT.

THE INFORMATION CONTAINED IN THIS OFFERING CIRCULAR SUPPLEMENT SUPERSEDESANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY INVESTOR.

NOTICE TO RESIDENTS OF THE REPUBLIC OF KOREA

THIS OFFERING CIRCULAR IS NOT, AND UNDER NO CIRCUMSTANCES IS TO BE CONSTRUEDAS, A PUBLIC OFFERING OF SECURITIES IN KOREA. NONE OF THE DEPOSITOR, ANY PLACEMENTAGENT OR ANY OF THEIR AGENTS MAKE ANY REPRESENTATION WITH RESPECT TO THEELIGIBILITY OF ANY RECIPIENTS OF THIS OFFERING CIRCULAR TO ACQUIRE THE OFFEREDCERTIFICATES UNDER THE LAWS OF KOREA, INCLUDING, BUT WITHOUT LIMITATION, THEFOREIGN EXCHANGE TRANSACTION LAW AND REGULATIONS THEREUNDER (THE “FETL”). THEOFFERED CERTIFICATES HAVE NOT BEEN REGISTERED WITH THE FINANCIAL SERVICESCOMMISSION OF KOREA FOR PUBLIC OFFERING IN KOREA, AND NONE OF THE OFFEREDCERTIFICATES MAY BE OFFERED, SOLD OR DELIVERED, DIRECTLY OR INDIRECTLY, OR OFFEREDOR SOLD TO ANY PERSON FOR RE-OFFERING OR RESALE, DIRECTLY OR INDIRECTLY IN KOREAOR TO ANY RESIDENT OF KOREA EXCEPT PURSUANT TO THE FINANCIAL INVESTMENT SERVICESAND CAPITAL MARKETS ACT AND THE DECREES AND REGULATIONS THEREUNDER (THE“FSCMA”), THE FETL AND ANY OTHER APPLICABLE LAWS, REGULATIONS AND MINISTERIALGUIDELINES IN KOREA.

NOTICE TO RESIDENTS OF THE PEOPLE’S REPUBLIC OF CHINA

THE OFFERED CERTIFICATES WILL NOT BE OFFERED OR SOLD IN THE PEOPLE’S REPUBLIC OFCHINA (EXCLUDING HONG KONG, MACAU AND TAIWAN, THE “PRC”) AS PART OF THE INITIALDISTRIBUTION OF THE OFFERED CERTIFICATES BUT MAY BE AVAILABLE FOR PURCHASE BYINVESTORS RESIDENT IN THE PRC FROM OUTSIDE THE PRC.

5

THIS OFFERING CIRCULAR DOES NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATIONOF AN OFFER TO BUY ANY SECURITIES IN THE PRC TO ANY PERSON TO WHOM IT IS UNLAWFULTO MAKE THE OFFER OR SOLICITATION IN THE PRC.

THE PRC DOES NOT REPRESENT THAT THIS OFFERING CIRCULAR MAY BE LAWFULLYDISTRIBUTED, OR THAT ANY OFFERED CERTIFICATES MAY BE LAWFULLY OFFERED, INCOMPLIANCE WITH ANY APPLICABLE REGISTRATION OR OTHER REQUIREMENTS IN THE PRC, ORPURSUANT TO AN EXEMPTION AVAILABLE THEREUNDER, OR ASSUME ANY RESPONSIBILITY FORFACILITATING ANY SUCH DISTRIBUTION OR OFFERING. IN PARTICULAR, NO ACTION HAS BEENTAKEN BY THE PRC WHICH WOULD PERMIT A PUBLIC OFFERING OF ANY OFFERED CERTIFICATESOR THE DISTRIBUTION OF THIS OFFERING CIRCULAR IN THE PRC. ACCORDINGLY, THE OFFEREDCERTIFICATES ARE NOT BEING OFFERED OR SOLD WITHIN THE PRC BY MEANS OF THIS OFFERINGCIRCULAR OR ANY OTHER DOCUMENT. NEITHER THIS OFFERING CIRCULAR NOR ANYADVERTISEMENT OR OTHER OFFERING MATERIAL MAY BE DISTRIBUTED OR PUBLISHED IN THEPRC, EXCEPT UNDER CIRCUMSTANCES THAT WILL RESULT IN COMPLIANCE WITH ANYAPPLICABLE LAWS AND REGULATIONS.

JAPAN

THE OFFERED CERTIFICATES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THEFINANCIAL INSTRUMENTS EXCHANGE ACT OF JAPAN (LAW NO. 25 OF 1948, AS AMENDED (THE“FIEL”)), AND EACH OF THE PLACEMENT AGENTS HAS AGREED THAT IT WILL NOT OFFER ORSELL ANY OFFERED CERTIFICATES, DIRECTLY OR INDIRECTLY, IN JAPAN OR TO, OR FOR THEBENEFIT OF, ANY JAPANESE PERSON, OR TO OTHERS FOR RE OFFERING OR RESALE, DIRECTLY ORINDIRECTLY, IN JAPAN OR TO ANY JAPANESE PERSON, EXCEPT PURSUANT TO AN EXEMPTIONFROM THE REGISTRATION REQUIREMENTS OF, AND OTHERWISE IN COMPLIANCE WITH, THE FIELAND ANY OTHER APPLICABLE LAWS AND REGULATIONS. FOR THE PURPOSES OF THISPARAGRAPH, “JAPANESE PERSON” SHALL MEAN ANY PERSON RESIDENT IN JAPAN, INCLUDINGANY CORPORATION OR OTHER ENTITY ORGANIZED UNDER THE LAWS AND REGULATIONS OFJAPAN.

HONG KONG

THE OFFERED CERTIFICATES ARE NOT BEING OFFERED OR SOLD AND WILL NOT BE OFFEREDOR SOLD IN HONG KONG, BY MEANS OF ANY DOCUMENT (EXCEPT FOR OFFERED CERTIFICATESWHICH ARE A “STRUCTURED PRODUCT” AS DEFINED IN THE SECURITIES AND FUTURESORDINANCE (CAP. 571) (THE “SFO”) OF HONG KONG) OTHER THAN (A) TO “PROFESSIONALINVESTORS” AS DEFINED IN THE SFO AND ANY RULES MADE UNDER THE SFO; OR (B) IN OTHERCIRCUMSTANCES WHICH DO NOT RESULT IN THE DOCUMENT BEING A “PROSPECTUS” ASDEFINED IN THE COMPANIES (WINDING UP AND MISCELLANEOUS PROVISIONS) ORDINANCE(CAP. 32) (THE “C(WUMP)O”) OF HONG KONG OR WHICH DO NOT CONSTITUTE AN OFFER TO THEPUBLIC WITHIN THE MEANING OF THE C(WUMP)O. NO ADVERTISEMENT, INVITATION ORDOCUMENT RELATING TO THE OFFERED CERTIFICATES HAS BEEN ISSUED OR WILL BE ISSUED,WHETHER IN HONG KONG OR ELSEWHERE, WHICH IS DIRECTED AT, OR THE CONTENTS OFWHICH ARE LIKELY TO BE ACCESSED OR READ BY, THE PUBLIC OF HONG KONG (EXCEPT IFPERMITTED TO DO SO UNDER THE SECURITIES LAWS OF HONG KONG) OTHER THAN WITHRESPECT TO OFFERED CERTIFICATES WHICH ARE OR ARE INTENDED TO BE DISPOSED OF ONLYTO PERSONS OUTSIDE HONG KONG OR ONLY TO “PROFESSIONAL INVESTORS” AS DEFINED INTHE SFO AND ANY RULES MADE UNDER THE SFO.

We provide information to you about the offered certificates in this offering circular supplement, whichdescribes the specific terms of the offered certificates.

You should read this offering circular supplement in full to obtain material information concerning the offeredcertificates.

6

This offering circular supplement includes cross-references to sections in this offering circular supplementwhere you can find further related discussions. The Table of Contents in this offering circular supplement identifiesthe pages where these sections are located.

When deciding whether to invest in any of the offered certificates, you should only rely on the informationcontained in this offering circular supplement and the accompanying Offering Circular. We have not authorized anydealer, salesman or other person to give any information or to make any representation that is different. In addition,information in this offering circular supplement is current only as of the date on its cover. By delivery of thisoffering circular supplement, we are not offering to sell any securities, and are not soliciting an offer to buy anysecurities, in any state or other jurisdiction where the offer and sale is not permitted.

7

SUMMARY OF OFFERING CIRCULAR SUPPLEMENT

This summary highlights selected information from this offering circular supplement and does not contain all of theinformation that you need to consider in making your investment decision. To understand all of the terms of the offeredcertificates, carefully read this offering circular supplement and the accompanying Offering Circular. This summaryprovides an overview of certain information to aid your understanding and is qualified by the full description presented inthis offering circular supplement.

Transaction Overview

The offered certificates will be part of a series of multifamily mortgage pass-through certificates designated asthe Multifamily ML Certificates, Series ML-03. The certificates will consist of three classes. The table belowidentifies and specifies various characteristics for those classes.

Class

Total InitialPrincipal

Balance orNotionalAmount

Approximate% of Total

InitialPrincipalBalance

ApproximateInitial Credit

SupportPass-Through Rate

Description

AssumedWeighted

Average Life(Years)(1)(2)

AssumedPrincipal

Window(1)(3)

Assumed FinalDistribution

Date(1)(4)

Offered Certificates:

A $279,504,000 90.000% 10.000% LIBOR+0.38000%(5) 12.82 1-186 May 25, 2033

X $310,560,703 N/A N/A Variable IO 13.09 N/A May 25, 2033

Non-Offered Certificates:

B $ 31,056,703 10.000% 0.000% N/A 15.49 186-186 May 25, 2033

(1) As to any given class of certificates shown in this table, the assumed weighted average life, the assumed principal window and the AssumedFinal Distribution Date have been calculated based on the Modeling Assumptions, including, among other things, that—

(i) there are no voluntary or involuntary prepayments with respect to the TELs,

(ii) there are no delinquencies, modifications or losses with respect to the TELs,

(iii) there are no modifications, extensions, waivers or amendments affecting the monthly debt service or balloon payments on the TELs,and

(iv) the certificates are not redeemed prior to their Assumed Final Distribution Date pursuant to the clean-up call described under theheading “—The Offered Certificates—Optional Termination” below.

(2) As to the class A and B certificates, the assumed weighted average life is the average amount of time in years between the assumedsettlement date for the certificates and the date on which payment of each dollar of principal has been received on that class. As to the classX certificates, the assumed weighted average life is the average amount of time in years between the assumed settlement date for that classand the application of each dollar to be applied in reduction of the notional amount of that class.

(3) As to the class A and B certificates, the assumed principal window is the period during which holders of that class are expected to receivedistributions of principal.

(4) As to the class A and B certificates, the Assumed Final Distribution Date is the distribution date on which the last distribution of principaland interest (if any) is assumed to be made on that class. As to the class X certificates, the Assumed Final Distribution Date is thedistribution date on which the last reduction to the notional amount is expected to occur.

(5) For each distribution date, LIBOR will be determined as described under “Description of the Certificates—Distributions—Calculation ofPass-Through Rates” in this offering circular supplement. LIBOR for the first Interest Accrual Period for the class A certificates is assumedto be 1.25000%. The class A certificates will bear interest at a floating rate and such interest will accrue on the basis of a 360-day year andthe actual number of days elapsed in the applicable Interest Accrual Period. The timely payment of interest on and the ultimate payment ofprincipal (if any) of the Offered Certificates and the reimbursement of Realized Losses allocated to the Offered Certificates will beguaranteed by Freddie Mac, as described in this offering circular supplement.

In reviewing the foregoing table, please note that:

• Only the class A and class X certificates are offered by this offering circular supplement.

• The class A and B certificates will have principal balances (the “Principal Balance Certificates”). The classX certificates will have a notional amount. The class A and X certificates will bear interest. The class Xcertificates constitute the “interest-only certificates.”

8

• The initial principal balance or notional amount of any class shown in the table may be larger or smallerdepending on, among other things, the actual initial TEL pool balance. The initial TEL pool balance maybe 5% more or less than the amount shown in the table on page 36. The initial TEL pool balance refers tothe aggregate outstanding principal balance of the TELs as of the Cut-off Date (as defined below), afterapplication of all payments of principal due with respect to the TELs on or before the Cut-off Date, whetheror not received.

• The class A certificates will bear interest and such interest will accrue based on the assumption that eachyear is 360 days long and the actual number of days elapsed in the applicable Interest Accrual Period (an“Actual/360 Basis”). The class X certificates will bear interest and such interest will accrue based on theassumption that each year is 360 days long and consists of 12 months each consisting of 30 days (a “30/360Basis”).

• The class A certificates have a pass-through rate of LIBOR plus the specified margin (provided that, ifLIBOR is determined to be below zero, the pass-through rate on the class A certificates will be equal to themargin).

• The class X certificates have a “variable” pass-through rate.

• The class B certificates are principal-only certificates that will not accrue interest and will not have a pass-through rate.

• For purposes of calculating the accrual of interest as of any date of determination, the class X certificateswill have a notional amount that is equal to the then total outstanding principal balance of the PrincipalBalance Certificates.

• The per annum pass-through rate for the class X certificates for any distribution date will equal thepercentage equivalent of a fraction, the numerator of which is the dollar amount of Net Interest Collectionsremaining after the class A certificates have been allocated interest, and the denominator of which is theoutstanding notional amount of the class X certificates immediately prior to the related distribution datemultiplied by 12. In no event may the class X pass-through rate be less than zero. “Net InterestCollections” means, for any distribution date, an amount equal to the Available Distribution Amount minusthe Principal Distribution Amount.

• Subject to the discussion under “Ratings” in this offering circular supplement, the rating on the class Acertificates addresses the likelihood of the timely receipt by holders of all payments of interest to whichthey are entitled on each distribution date and the ultimate receipt by holders of all payments of principal towhich they are entitled on or before the applicable Assumed Final Distribution Date.

See “Description of the Certificates—Distributions—Calculation of Pass-Through Rates” in this offering circularsupplement.

The document that will govern the issuance of the certificates, the creation of the related issuing entity and theservicing and administration of the TELs and the related underlying mortgage loans will be a pooling and servicingagreement to be dated as of November 1, 2017 (the “Pooling Agreement”), among us, as depositor, master servicerand guarantor, Midland Loan Services, a Division of PNC Bank, National Association, as special servicer withrespect to the TELs and underlying mortgage loans other than the Marcella Manor TEL and Mortgage Loan, WellsFargo Bank, National Association, as special servicer with respect to the Marcella Manor TEL and Mortgage Loan,and U.S. Bank National Association, as trustee, certificate administrator and custodian.

The certificates will evidence the entire beneficial ownership of the issuing entity which we intend to establish.The primary assets of the issuing entity will be a segregated pool of 13 loans intended to be tax-exempt loans, whichwe refer to herein as “TELs”. We did not originate the TELs, but have purchased them from 4 sellers and servicers(the “Originators”). The TELs are funding loans made to various state and local governmental entities (the“Governmental Authorities”), which used the TEL proceeds to make mortgage loans (such loans, the “underlyingmortgage loans”) to multifamily developers and owners to finance the acquisition and/or rehabilitation of 24affordable multifamily housing properties identified on Exhibit A-1.

9

Each TEL, and the related underlying mortgage loan funded by such TEL, have identical payment terms. EachTEL is payable primarily from payments made by the related underlying borrower on the related underlyingmortgage loan without any recourse either to the related Governmental Authority, the related fiscal agent or therelated Originator for any failure of such underlying borrower to make required payments on such underlyingmortgage loan. The master servicer is the master servicer of all of the TELs and the related underlying mortgageloans. There are 4 sub-servicers of the TELs and the related underlying mortgage loans. Each special servicer is thespecial servicer of the TELs, the underlying mortgage loans and the REO Properties for which it is acting as specialservicer. Each underlying mortgage loan is pledged by the related Governmental Authority to the related fiscalagent, acting on behalf of the holder of the related TEL, as security for the payment of the related TEL. Becausepayments on, or in respect of, the underlying mortgage loans are the sole source of payments on the TELs, thisoffering circular supplement describes the underlying mortgage loans, the servicing of the underlying mortgageloans and other parties involved with the underlying mortgage loans in addition to describing the TELs, theservicing of the TELs and various parties involved with the TELs.

The underlying mortgage loans and therefore, the TELs will provide for monthly debt service payments. As ofthe applicable due dates for the TELs and underlying mortgage loans in November 2017 (which will be November1, 2017, subject, in some cases, to a next succeeding business day convention), which we refer to in this offeringcircular supplement as the “Cut-off Date,” the TELs and underlying mortgage loans will have the generalcharacteristics discussed under the heading “Description of the TELs and Underlying Mortgage Loans” in thisoffering circular supplement.

10

Relevant Parties/Entities

Issuing Entity ........................................... FRETE 2017-ML03 Trust, a New York common law trust, will beformed on the Closing Date pursuant to the Pooling Agreement. See“Description of the Issuing Entity” in this offering circular supplement.

Depositor .................................................. Freddie Mac, a corporate instrumentality of the United States ofAmerica (“United States”) created and existing under Title III of theEmergency Home Finance Act of 1970, as amended (the “Freddie MacAct”), or any successor to it, will create the issuing entity and transferthe TELs to it. Freddie Mac will also act as the master servicer of theTELs and the related underlying mortgage loans and guarantor of theoffered certificates. Freddie Mac maintains an office at 8200 JonesBranch Drive, McLean, Virginia 22102. See “Description of theDepositor and Guarantor” in this offering circular supplement.

Originators ............................................... Each TEL was originated by one of the Originators and was acquiredby the depositor. See “Description of the TELs and UnderlyingMortgage Loans—Significant Originator” in this offering circularsupplement for information regarding any Originator that hasoriginated a significant portion of the TELs pool. As of the ClosingDate, certain of the underlying mortgage loans and TELs will be sub-serviced by various sub-servicers pursuant to sub-servicing agreementsbetween the master servicer and each of the sub-servicers (each, a“Sub-Servicing Agreement”). Subject to meeting certain requirements,each Originator has the right to, and may, appoint itself or its affiliateor a third party as the sub-servicer for any of the underlying mortgageloans and TELs it originated. See “The Pooling Agreement—Significant Sub-Servicer” and “—Summary of Significant Sub-Servicing Agreement” in this offering circular supplement forinformation regarding any sub-servicer that is sub-servicing asignificant portion of the TELs and underlying mortgage loans andinformation regarding the terms of the related Sub-ServicingAgreement. See Exhibit A-1 for the identity of the applicableOriginator for each underlying mortgage loan and TEL.

Citibank, N.A., an Originator of 5 of the TELs, collectivelyrepresenting 42.5% of the initial TEL pool balance, is an affiliate ofCitigroup Global Markets Inc., one of the placement agents for thecertificates.

Fiscal Agents ............................................ A fiscal agent is a third-party financial institution appointed by theGovernmental Authority to take an assignment of and to administer theunderlying mortgage loan, which is the sole security for theGovernmental Authority’s obligations on the TEL. If a servicer hadnot been appointed for an underlying mortgage loan, the fiscal agentwould have been required to collect payments on the underlyingmortgage loan from the underlying borrower and remit those paymentsto the issuing entity, as the owner of the related TEL. Upon theoccurrence of an event of default with respect to any TEL or the relatedunderlying mortgage loan, pursuant to the related TEL loan agreement,the issuing entity’s representative, which will be the special servicer,may instruct the related fiscal agent to take any actions to protect andenforce the rights of the issuing entity and the fiscal agent, includingdeclaring the TEL immediately due and payable and commencing

11

foreclosure proceedings on the related mortgaged real property, whichwill be performed by the special servicer on behalf of the fiscal agent.See Exhibit A-1 for the identity of the fiscal agent for each TEL andunderlying mortgage loan.

Master Servicer........................................ Freddie Mac will act as the master servicer with respect to the TELs(including the underlying mortgage loans). Freddie Mac is also thedepositor and the guarantor of the offered certificates. Freddie Macmaintains a servicing office at 8100 Jones Branch Drive, McLean,Virginia 22102.

As consideration for servicing the TELs and the related underlyingmortgage loans, the master servicer will receive a master servicing feeand a sub-servicing fee with respect to each TEL and underlyingmortgage loan. The sub-servicing fee is then paid by the masterservicer to the applicable sub-servicer with respect to each TEL andunderlying mortgage loan.

In addition, the master servicer will receive a master servicersurveillance fee with respect to each Surveillance Fee Mortgage Loan,subject to the rights of the sub-servicers as described in “The PoolingAgreement—Servicing and Other Compensation and Payment ofExpenses—The Servicing Fee” in this offering circular supplement.See “Description of the Certificates—Fees and Expenses” in thisoffering circular supplement for the applicable rates at which such feesaccrue and “The Pooling Agreement—Servicing and OtherCompensation and Payment of Expenses—The Servicing Fee” in thisoffering circular supplement for further information regarding suchfees.

The master servicing fee, the master servicer surveillance fee and thesub-servicing fees are components of the “Administration Fee Rate” setforth on Exhibit A-1. Such fees are calculated on the same basis asinterest on each TEL and will be paid out of interest payments receivedon the TELs prior to any distributions being made on the offeredcertificates. The master servicer will also be entitled to additionalservicing compensation in the form of borrower-paid fees as moreparticularly described in this offering circular supplement. See “ThePooling Agreement—Servicing and Other Compensation and Paymentof Expenses—Additional Servicing Compensation” and “—The MasterServicer” in this offering circular supplement.

Special Servicer........................................ Midland Loan Services, a Division of PNC Bank, National Association,a national banking association (“Midland” or “PNC Bank”), is expectedto act as the special servicer with respect to the underlying mortgageloans and TELs, other than the Marcella Manor TEL and MortgageLoan. Midland also may, in certain circumstances, act as the AffiliatedBorrower Loan Directing Certificateholder with respect to underlyingmortgage loans and TELs that are not Affiliated Borrower SpecialServicer Loans and may, if requested, act as the DirectingCertificateholder Servicing Consultant. With respect to the subordinatedebt secured by the mortgaged real property identified as “MarcellaManor” on Exhibit A-1, PNC Bank indirectly owns a limitedpartnership interest in the fund that owns the limited partnershipinterest in the borrower, which provides PNC Bank with certain limitedconsent and enforcement rights. The principal servicing offices of

12

Midland are located at 10851 Mastin Street, Building 82, Suite 300,Overland Park, Kansas 66210.

Wells Fargo Bank, National Association, a national banking association(“Wells Fargo”), is expected to act as the special servicer with respectto the Marcella Manor TEL and Mortgage Loan. The principal westcoast commercial mortgage master servicing offices of Wells Fargo arelocated at MAC A0227-020, 1901 Harrison Street, Oakland, California94612. The principal east coast commercial mortgage master servicingoffices of Wells Fargo are located at MAC D1050-084 Three WellsFargo, 401 South Tryon Street, Charlotte, North Carolina 28202.

For purposes of this offering circular supplement, “special servicer”means, as applicable, (a) Midland, in its capacity as special servicerwith respect to the underlying mortgage loans and TELs other than theMarcella Manor TEL and Mortgage Loan and the related mortgagedreal properties, REO Loans and REO Properties or (b) Wells Fargo, inits capacity as special servicer with respect to the Marcella Manor TELand Mortgage Loan and the related REO Loan and REO Property.

The special servicer will, in general, be responsible for servicing andadministering:

• underlying mortgage loans and TELs that, in general, are indefault or as to which default is reasonably foreseeable; and

• any real estate or other property acquired by the issuing entityupon foreclosure of a Defaulted Loan.

As consideration for servicing any underlying mortgage loan and TELif it is being specially serviced and the related underlying mortgageloans if the related mortgaged real property or REO Property hasbecome subject to a foreclosure proceeding, the special servicer willreceive a special servicing fee. In addition, the special servicer willreceive a special servicer surveillance fee with respect to eachSurveillance Fee Mortgage Loan. The surveillance fee is a componentof the “Administration Fee Rate” set forth on Exhibit A-1. Such feeswill be calculated on the same basis as interest on the TELs and willgenerally be payable to the special servicer monthly from collectionson the TELs. Additionally, the special servicer will, in general, beentitled to receive a workout fee with respect to the TEL andunderlying mortgage loan if it becomes a Specially Serviced MortgageLoan and has been returned to performing status. The special servicerwill also be entitled to receive a liquidation fee with respect to eachTEL and the related underlying mortgage loan if it becomes a SpeciallyServiced Mortgage Loan for which a full, partial or discounted payoffis made or Liquidation Proceeds are received. However, no liquidationfee is payable in connection with certain purchases by the directingcertificateholder, the depositor or the special servicer. See “Descriptionof the Certificates—Fees and Expenses” in this offering circularsupplement for the applicable rates at which such fees accrue and “ThePooling Agreement—Servicing and Other Compensation and Paymentof Expenses—Principal Special Servicing Compensation” in thisoffering circular supplement for further information regarding suchfees.

13

The special servicer may be terminated by the directing certificateholder who may appoint a successor special servicer meeting the Successor Servicer Requirements including Freddie Mac’s approval, which approval may not be unreasonably withheld or delayed. See “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties” and “—The Special Servicer” in this offering circular supplement.

Fees payable to the master servicer and special servicer are paid only with respect to the combination of the related TEL and the underlying mortgage loan pursuant to the Pooling Agreement. No separate fee is payable with respect to both a TEL and the related underlying mortgage loan for services provided.

The Pooling Agreement provides that in certain circumstances the Approved Directing Certificateholder (if any) may, at its own expense, request that a person (which may be the special servicer) (in such capacity, the “Directing Certificateholder Servicing Consultant”) prepare and deliver a recommendation relating to a requested waiver of any “due-on-sale” or “due-on-encumbrance” clause or a requested consent to certain modifications, waivers or amendments for certain non-Specially Serviced Mortgage Loans. See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—The Master Servicer, the Special Servicer and any Sub-Servicers May Experience Conflicts of Interest,” “The Pooling Agreement—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses” and “—Modifications, Waivers, Amendments and Consents” in this offering circular supplement.

If at any time an Affiliated Borrower Special Servicer Loan Event occurs (other than with respect to any Affiliated Borrower Special Servicer Loan Event that exists on the Closing Date and is described in the definition of “Affiliated Borrower Special Servicer Loan Event”), the Pooling Agreement will require that the special servicer promptly resign as special servicer of the related Affiliated Borrower Special Servicer Loan and will provide for the appointment of a successor Affiliated Borrower Special Servicer to act as the special servicer with respect to such Affiliated Borrower Special Servicer Loan. For further information relating to Affiliated Borrower Special Servicer Loan Events, see “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties—Resignation of the Master Servicer or the Special Servicer” and “—Removal of the Master Servicer, the Special Servicer and any Sub-Servicer” in this offering circular supplement.

Trustee, Certificate Administrator and Custodian ....................................... U.S. Bank National Association, a national banking association (“U.S.

Bank”), will act as the trustee on behalf of the certificateholders. The trustee’s principal address is One Federal Street, 3rd Floor, Mail Code EX-MA-FED, Boston, Massachusetts 02110. As consideration for acting as trustee, U.S. Bank will receive a trustee fee. The trustee fee is a component of the “Administration Fee Rate” set forth on Exhibit A-1. Such fee will be calculated on the same basis as interest on the TELs. See “Description of the Certificates—Fees and Expenses” in this offering circular supplement for the applicable rate at which such fee accrues, “The Pooling Agreement—Matters Regarding the Trustee, the

14

Certificate Administrator and Custodian” in this offering circularsupplement for further information regarding such fees, and “ThePooling Agreement—The Trustee, Certificate Administrator andCustodian” in this offering circular supplement for further informationabout the trustee.

U.S. Bank will also act as the certificate administrator, the custodianand the certificate registrar. The certificate administrator’s principaladdress is One Federal Street, 3rd Floor, Mail Code EX-MA-FED,Boston, Massachusetts 02110 (and for certificate transfer purposes, 111Fillmore Avenue, St. Paul, Minnesota 55107, Attention: BondholderServices – FRETE 2017-ML03), and it has a custodial office at 60Livingston Ave., Suite 800, St. Paul, Minnesota 55107, Attention:FRETE 2017-ML03. As consideration for acting as certificateadministrator, custodian and certificate registrar, U.S. Bank will receivea certificate administrator fee. The certificate administrator fee is acomponent of the “Administration Fee Rate” set forth on Exhibit A-1.Such fee will be calculated on the same basis as interest on the TELs.See “Description of the Certificates—Fees and Expenses” in thisoffering circular supplement for the applicable rate at which such feeaccrues, “The Pooling Agreement—Matters Regarding the Trustee, theCertificate Administrator and the Custodian” in this offering circularsupplement for further information regarding such fees, and “ThePooling Agreement—The Trustee, Certificate Administrator andCustodian” in this offering circular supplement for further informationabout the certificate administrator and the custodian.

Parties ....................................................... The following diagram illustrates the various parties involved in thetransaction and their functions.

Directing Certificateholder ..................... The “directing certificateholder” will be the Controlling Class MajorityHolder or its designee; provided that if the class A certificates are theControlling Class, Freddie Mac or its designee will act as the directing

Citibank, N.A., Hunt Mortgage Group, Jones Lang LaSalle Multifamily, LLC and PrudentialAffordable Mortgage Company, LLC

(Originators)

Freddie Mac(Depositor and Guarantor of the

offered certificates)

FRETE 2017-ML03 Trust(Issuing Entity)

U.S. Bank(Certificate Administrator and Custodian)

U.S. Bank(Trustee)

Midland and Wells Fargo (for the MarcellaManor TEL and Mortgage Loan)

(Special Servicer)

Various(Sub-Servicers)

Freddie Mac(Master Servicer)

15

certificateholder and be deemed the Approved DirectingCertificateholder. It is anticipated that RFM FREDDIE ML03 LLC, anaffiliate of The Related Companies, L.P., will be designated to serve asthe initial directing certificateholder (the “Initial DirectingCertificateholder”). For more information regarding the identity andselection of the directing certificateholder and the procedure for aControlling Class Majority Holder becoming or designating anApproved Directing Certificateholder, see “The Pooling Agreement—Realization Upon Mortgage Loans—Directing Certificateholder” inthis offering circular supplement.

As and to the extent described under “The Pooling Agreement—Realization Upon Mortgage Loans—Asset Status Report” in thisoffering circular supplement, the Approved Directing Certificateholder(if any) may direct the master servicer or the special servicer withrespect to various servicing matters involving each of the underlyingmortgage loans. A directing certificateholder that is not an ApprovedDirecting Certificateholder will not have such rights with respect tosuch servicing matters, but will be entitled to exercise the ControllingClass Majority Holder Rights described in this offering circularsupplement. Upon the occurrence and during the continuance of anyAffiliated Borrower Loan Event with respect to any underlyingmortgage loan, any right of the directing certificateholder to (i) approveand consent to certain actions with respect to such underlying mortgageloan, (ii) exercise an option to purchase any Defaulted TELs from theissuing entity and (iii) access certain information and reports regardingsuch underlying mortgage loan will be restricted as described in “ThePooling Agreement—Realization Upon Mortgage Loans—Asset StatusReport” and “—Purchase Option,” as applicable, in this offeringcircular supplement. Upon the occurrence and during the continuanceof an Affiliated Borrower Loan Event, the special servicer, as theAffiliated Borrower Loan Directing Certificateholder, will be requiredto exercise any approval, consent, consultation or other rights withrespect to any matters related to an Affiliated Borrower Loan asdescribed in “The Pooling Agreement—Realization Upon MortgageLoans—Asset Status Report” in this offering circular supplement.

As of the Closing Date, Affiliated Borrower Loan Events are expectedto exist with respect to the Initial Directing Certificateholder and theTELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Morh I,”“Peterson Plaza,” “Oak Center I,” “Crossroads Of New Brighton,” and“Crossroads Of Edina.”

The Pooling Agreement provides that in certain circumstances theApproved Directing Certificateholder may, at its own expense, requestthat the Directing Certificateholder Servicing Consultant prepare anddeliver recommendations relating to certain requests for consent toassumptions, modifications, waivers or amendments. See “The PoolingAgreement—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses” and “—Modifications, Waivers, Amendmentsand Consents” in this offering circular supplement. The ApprovedDirecting Certificateholder (if any) will be entitled to certain borrower-paid fees in connection with such assumptions, modifications, waivers,amendments or consents. See “Risk Factors—Risks Related to theTELs and Underlying Mortgage Loans—The Master Servicer, the

16

Special Servicer and any Sub-Servicers May Experience Conflicts ofInterest” and “Description of the Certificates—Fees and Expenses” inthis offering circular supplement.

Guarantor................................................. Freddie Mac will act as guarantor of the class A and X certificatesoffered by this offering circular supplement. Freddie Mac is entitled toa Guarantee Fee. For a discussion of the Freddie Mac Guarantee, see“Description of the Certificates—Distributions—Freddie MacGuarantee” and “Description of the Depositor and Guarantor—Proposed Operation of Multifamily Mortgage Business on a Stand-Alone Basis” in this offering circular supplement.

Significant Dates and Periods

Cut-off Date.............................................. The TELs will be considered assets of the issuing entity as ofNovember 1, 2017. All payments and collections received on the TELsafter November 1, 2017, excluding any payments or collections thatrepresent amounts due on or before such due date, will belong to theissuing entity. November 1, 2017 is considered the Cut-off Date for theissuing entity.

Closing Date ............................................. The date of initial issuance for the certificates will be on or aboutNovember 28, 2017.

Due Dates.................................................. Subject to a next succeeding business day convention, monthlyinstallments of principal and/or interest will be due on the first day ofthe month with respect to the TELs.

Determination Date ................................. The monthly cut-off for collections on the TELs that are to bedistributed, and information regarding the TELs that is to be reported,to the holders of the certificates on any distribution date will be theclose of business on the determination date in the same month as thatdistribution date. The determination date will be the 11th calendar dayof each month, commencing in December 2017, or, if the 11th calendarday of any such month is not a Business Day, then the next succeedingBusiness Day.

Distribution Date ..................................... Distributions of principal and/or interest on the certificates arescheduled to occur monthly, commencing in December 2017. Thedistribution date will be the 25th calendar day of each month, or, if the25th calendar day of any such month is not a Business Day, then thenext succeeding Business Day.

Record Date.............................................. The record date for each monthly distribution on a certificate will bethe last Business Day of the prior calendar month. The registeredholders of the certificates at the close of business on each record datewill be entitled to receive any distribution on those certificates on thefollowing distribution date, except that the final distribution on anyoffered certificate will be made only upon presentation and surrender ofthat certificate at a designated location.

Collection Period...................................... Amounts available for distribution on the certificates on anydistribution date will depend on the payments and other collectionsreceived, and any advances of payments due, on or with respect to theTELs during the related Collection Period. Each Collection Period—

• will relate to a particular distribution date;

17

• will begin when the prior Collection Period ends or, in thecase of the first Collection Period, will begin on the Cut-offDate; and

• will end at the close of business on the determination date thatoccurs in the same month as the related distribution date.

Interest Accrual Period ........................... The amount of interest payable with respect to the interest-bearingclasses of the certificates on any distribution date will be a function ofthe interest accrued during the related Interest Accrual Period. The“Interest Accrual Period” for any distribution date will be (i) withrespect to the class A certificates and the first distribution date, theperiod commencing on the Closing Date and ending on December 24,2017, (ii) with respect to the class A certificates and any distributiondate thereafter, the period commencing on and including the 25th dayof the month preceding the month in which such distribution dateoccurs and ending on and including the 24th day of the month in whichsuch distribution date occurs and (iii) with respect to the class Xcertificates, the calendar month preceding such distribution date.

Assumed Final Distribution Date ........... For each class of offered certificates, the applicable date set forth on thecover page.

The Offered Certificates

General ..................................................... The certificates offered by this offering circular supplement are theclass A and X certificates. Each class of offered certificates will havethe initial principal balance or notional amount and pass-through rateset forth or described in the table on page 7 or otherwise describedabove under “—Transaction Overview”. There are no other securitiesoffered by this offering circular supplement.

Collections ................................................ The master servicer or the special servicer, as applicable, will berequired to make reasonable efforts in accordance with the ServicingStandard to collect all payments due under the terms and provisions ofthe TELs. Underlying borrowers on the underlying mortgage loansmake debt service payments to the related sub-servicer, or if a servicerhad not been appointed with respect to an underlying mortgage loan, tothe fiscal agent, which, in turn, would forward such payments to themaster servicer. Such payments will be deposited in the collectionaccount on a daily basis.

Distributions............................................. Funds collected or advanced on the TELs will be distributed on eachcorresponding distribution date, net of (i) specified issuing entityexpenses, including master servicing fees, special servicing fees,sub-servicing fees, master servicer surveillance fees, special servicersurveillance fees, certificate administrator fees, trustee fees, GuaranteeFees, CREFC® Intellectual Property Royalty License Fees, certainexpenses, related compensation and indemnities, (ii) amounts used toreimburse advances made by the master servicer or the trustee and(iii) amounts used to reimburse Balloon Guarantor Payments or intereston such amounts.

Subordination .......................................... The chart below under “—Priority of Distributions” describes themanner in which the rights of various classes will be senior to the rightsof other classes. Entitlement to receive principal and interest on any

18

distribution date is depicted in descending order. The manner in whichTEL losses are allocated is depicted in ascending order.

Priority of Distributions .......................... The following chart illustrates generally the distribution priorities andthe subordination features applicable to the certificates:

Accruedcertificateinterest,

thenprincipal

Class A Certificates

LossesClass X* Certificates

Class B** Certificates

* Interest-only** Principal-only

On each distribution date, the class X certificates will be allocated theNet Interest Collections remaining after the class A certificates havebeen allocated interest distributions. See “Legal and InvestmentConsiderations—Investment Considerations” below and “RiskFactors—Risks Related to the Offered Certificates—The Class XCertificates Provide Credit Support to the Class A Certificates” in thisoffering circular supplement.

Principal distributions will be made sequentially to the class Acertificates until paid in full and then to the class B certificates, in thatorder, unless the total outstanding principal balance of the class Bcertificates has been reduced to zero as a result of losses on the TELsand/or default-related or other unanticipated issuing entity expenses.The class X certificates do not have a principal balance and do notentitle holders to distributions of principal.

No form of credit enhancement will be available to you as a holder ofoffered certificates other than as described under “—Freddie MacGuarantee” below and “Description of the Certificates—Distributions—Subordination” in this offering circular supplement.

Freddie Mac Guarantee .......................... It is a condition to the issuance of the offered certificates that FreddieMac guarantee certain payments on the offered certificates, describedin this offering circular supplement (the “Freddie Mac Guarantee”).Any Guarantor Payment made to the class A certificates in respect ofprincipal will reduce the outstanding principal balance of such class bya corresponding amount and will also result in a correspondingreduction in the notional amount of the class X certificates. The FreddieMac Guarantee will also cover, with respect to the class A certificates,any Guarantee Cap Payments. “Guarantee Cap Payment” means, withrespect to any distribution date and related Interest Accrual Period, apayment under the Freddie Mac Guarantee equal to the amount, if any,by which the amount of interest accrued on the outstanding principalbalance of the class A certificates exceeds Net Interest Collections.The Freddie Mac Guarantee does not cover Yield MaintenanceCharges, Static Prepayment Premiums or any other prepaymentpremiums related to the underlying mortgage loans and TELs, nor doesit cover any decrease in the interest entitlement of the class Xcertificates, which could be reduced to zero, as a result of (i) anincrease in LIBOR, or (ii) with respect to the TEL that bears interest

19

based on SIFMA, an increase in LIBOR relative to SIFMA, or (iii) as aresult of a decrease in the Weighted Average Net Mortgage Pass-Through Rate due to a faster rate of prepayment on the TELs with highinterest rates. See “Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement. FreddieMac is entitled to a Guarantee Fee as described under “Description ofthe Certificates—Distributions—Freddie Mac Guarantee” in thisoffering circular supplement.

The portion of any Guarantee Cap Payment that represents tax-exemptincome for federal income tax purposes will be the excess, if any, of theGuarantee Cap Payment over the Taxable Guarantor Payment. Theportion of any Guarantee Cap Payment that represents taxable incomefor federal income tax purposes (the “Taxable Guarantor Payment”)will be, for any Distribution Date the excess, if any, of (i) (a) the ClassA Pass-Through Rate times (b) the class A certificate principal balanceover (ii) (a) (1) the Weighted Average Net Mortgage Pass-ThroughRate times (2) the Stated Principal Balance of the TELs, minus (b) (1)the CREFC® Intellectual Property Royalty License Fee Rate times (2)the class B certificate principal balance.

The offered certificates are not guaranteed by the United States and donot constitute debts or obligations of the United States or any agency orinstrumentality of the United States other than Freddie Mac. If FreddieMac were unable to pay under the Freddie Mac Guarantee, the offeredcertificates could be subject to losses.

See “Risk Factors—Risks Related to the Offered Certificates—CreditSupport Is Limited and May Not Be Sufficient to Prevent Loss on theOffered Certificates” and “Risk Factors—Risks Relating to theDepositor and Guarantor” in this offering circular supplement. FreddieMac will not guarantee any class of certificates other than the offeredcertificates.

Interest Distributions .............................. During each Interest Accrual Period, the class A certificates will bearinterest that will accrue on an Actual/360 Basis and the class Xcertificates will bear interest that will accrue on a 30/360 Basis, in eachcase, based on:

• the pass-through rate with respect to that class for that InterestAccrual Period; and

• the outstanding principal balance or notional amount, as thecase may be, of that class outstanding immediately prior to therelated distribution date.

Although the underlying mortgage loans and TEL documents requirethe payment of a full month’s interest on any voluntary prepayment notmade on a due date, a whole or partial prepayment on an underlyingmortgage loan or TEL may not be accompanied by the amount of a fullmonth’s interest on the prepayment in some instances. To the extentthose shortfalls are not covered by the master servicer as describedunder “The Pooling Agreement—Servicing and Other Compensationand Payment of Expenses” in this offering circular supplement, theywill be allocated, as described under “Description of the Certificates—Distributions—Interest Distributions” in this offering circularsupplement, to reduce the amount of accrued interest otherwise payableto the holders of the offered certificates. However, such shortfalls with

20

respect to the offered certificates will be covered under the FreddieMac Guarantee.

On each distribution date, subject to available funds and the distributionpriorities described under “—Priority of Distributions” above, you willbe entitled to receive your proportionate share of all unpaiddistributable interest accrued with respect to your class of offeredcertificates for the related Interest Accrual Period. See “Legal andInvestment Considerations—Investment Considerations” below,“Description of the Certificates—Distributions—Interest Distributions”and “—Distributions—Priority of Distributions” in this offeringcircular supplement.

Principal Distributions ............................ Subject to—

• available funds,

• the distribution priorities described under “—Priority ofDistributions” above,

• the reductions to the outstanding principal balances describedunder “—Reductions of Certificate Principal Balances inConnection with Losses and Expenses” below, and

• payments under the Freddie Mac Guarantee,

the holders of the class A certificates will be entitled to receive a totalamount of principal distributions over time equal to the outstandingprincipal balance of such class.

The total distributions of principal to be made on the certificates on anydistribution date will, in general, be a function of—

• the amount of scheduled payments of principal due or, in somecases, deemed due, on the TELs during the related CollectionPeriod, which payments are either received as of the end ofthat Collection Period, advanced by the master servicer and/orthe trustee, as applicable, or are the subject of a BalloonGuarantor Payment, and

• the amount of any prepayments and other unscheduledcollections of previously unadvanced principal with respect tothe TELs that are received during the related CollectionPeriod.

However, if the master servicer or the trustee is reimbursed for anyNonrecoverable Advance or Workout-Delayed ReimbursementAmount (in each case, together with accrued interest on such amounts),such amount will be deemed to be reimbursed first out of payments andother collections of principal on all the TELs (thereby reducing theamount of principal otherwise distributable on the certificates on therelated distribution date), prior to being deemed reimbursed out ofpayments and other collections of interest on all the TELs. See“Description of the Certificates—Advances of Delinquent MonthlyDebt Service Payments” and “The Pooling Agreement—Servicing andOther Compensation and Payment of Expenses—Servicing Advances”in this offering circular supplement.

21

If any underlying borrower fails to pay the entire outstanding principalbalance of an underlying Balloon Loan on its scheduled maturity date,the Guarantor will be required, pursuant to the Freddie Mac Guarantee,to make a Balloon Guarantor Payment in an amount equal to theamount of principal that otherwise would have been paid on the relatedTEL and thereupon on the class A certificates if such underlyingBalloon Loan had been paid in full on its scheduled maturity date.However, such payment may not exceed the outstanding principalbalance of the class A certificates less any principal scheduled to bedistributed to the class A certificates on such distribution date. AnyBalloon Guarantor Payment made to the class A certificates will reducethe outstanding principal balance of such class and will also result in acorresponding reduction in the notional amount of the class Xcertificates. See “Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement. EachBalloon Guarantor Payment will be reimbursed to the Guarantor (i)first, from subsequent collections on the related TEL, net of any suchcollections used to reimburse the master servicer or the trustee, asapplicable, for advances made by them (including interest on thoseadvances) on such TEL or on other TELs if determined to benonrecoverable (and therefore the principal portion of any suchsubsequent collections will not be included in the Principal DistributionAmount for future distribution dates) as described in “Description ofthe Certificates—Distribution Account—Withdrawals” in this offeringcircular supplement and (ii) second, as described under “Description ofthe Certificates—Distributions—Priority of Distributions” in thisoffering circular supplement.

The certificate administrator will be required to make principaldistributions on the Principal Balance Certificates in the sequentialorder described below, taking account of whether the payments (oradvances in lieu of the payments) and other collections of principal thatare to be distributed were received and/or made with respect to theTELs, that generally equal:

• in the case of the class A certificates, an amount (not to exceedthe principal balance of the class A certificates outstandingimmediately prior to the subject distribution date) equal to theprincipal distribution amount for the subject distribution date,until the outstanding principal balance of such class ofcertificates is reduced to zero; and

• in the case of the class B certificates, an amount (not to exceedthe principal balance of the class B certificates outstandingimmediately prior to the subject distribution date) equal to theprincipal distribution amount for the subject distribution date(exclusive of any distributions of principal to which theholders of the class A certificates are entitled on the subjectdistribution date as described in the immediately precedingbullet), until the outstanding principal balance of such class ofcertificates is reduced to zero.

Because of losses on the underlying mortgage loans and, in turn, on theTELs and/or default-related or other unanticipated issuing entityexpenses, the outstanding principal balance of the class B certificatescould be reduced to zero at a time when the class A certificates remainoutstanding.

22

The class X certificates do not have a principal balance. They do notentitle holders to any distributions of principal. See “Description of theCertificates—Distributions—Principal Distributions” and “—Priorityof Distributions” in this offering circular supplement.

Distributions of Static PrepaymentPremiums and YieldMaintenance Charges .......................... 100% of any Static Prepayment Premium or Yield Maintenance

Charges collected in respect of any of the underlying mortgage loansand, in turn, on the TELs will be distributed to the holders of the classX certificates. See “Description of the Certificates—Distributions—Distributions of Static Prepayment Premiums and Yield MaintenanceCharges” in this offering circular supplement.

Reductions of Certificate PrincipalBalances in Connection withLosses and Expenses ............................ As and to the extent described under “Description of the Certificates—

Reductions of Certificate Principal Balances in Connection withRealized Losses and Additional Issuing Entity Expenses” in thisoffering circular supplement, losses on, and default-related or otherunanticipated issuing entity expenses attributable to, the TELs will, ingeneral, be allocated on each distribution date, after makingdistributions on such distribution date, to reduce the outstandingprincipal balances of the Principal Balance Certificates, sequentially, inthe following order:

Reduction Order Class

1st Class B certificates

2nd Class A certificates

Any reduction of the outstanding principal balances of the class A andclass B certificates will result in a corresponding reduction in thenotional amount of the class X certificates. However, Freddie Mac willbe required under its guarantee to pay the holder of any class Acertificate an amount equal to any such loss allocated to the class Acertificates as set forth in “Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circularsupplement.

Advances of Delinquent MonthlyDebt Service Payments ........................ Except as described below in this “—Advances of Delinquent Monthly

Debt Service Payments” section, the master servicer will be required tomake advances with respect to any delinquent scheduled monthlypayments on the underlying mortgage loans and, in turn, on the TELs,other than certain payments (including balloon payments), of principaland/or interest due on the TELs. The master servicer will be required tomake advances of assumed monthly payments for those TELs thatbecome defaulted upon their maturity dates on the same amortizationschedule as if the maturity date had not occurred. In addition, thetrustee will be required to make any of those advances to the extent thatthe master servicer fails to make any such advances, in each casesubject to a nonrecoverability determination. As described under“Description of the Certificates—Advances of Delinquent MonthlyDebt Service Payments” in this offering circular supplement, if themaster servicer or the trustee, as applicable, makes an advance, it willbe entitled to be reimbursed for the advance, together with interest atthe Prime Rate.

23

However, neither the master servicer nor the trustee will advancemaster servicing fees, master servicer surveillance fees, special servicersurveillance fees or sub-servicing fees. Moreover, neither the masterservicer nor the trustee will be required to make any advance if themaster servicer, the trustee or the special servicer determines suchadvance is or would constitute a Nonrecoverable Advance. In addition,the trustee may conclusively rely on any determination ofnonrecoverability made by the master servicer, and the master servicerand the trustee will be required to conclusively rely on anydetermination of nonrecoverability made by the special servicer.

In addition, if any of the adverse events or circumstances that we referto under “The Pooling Agreement—Required Appraisals” in thisoffering circular supplement occur or exist with respect to anyunderlying mortgage loan or related mortgaged real property, thespecial servicer will generally be obligated to use reasonable efforts toobtain a new appraisal or, in some cases involving TELs andunderlying mortgage loans with outstanding principal balances of lessthan $2,000,000, conduct an internal valuation of that relatedmortgaged real property. If, based on that appraisal or internalvaluation, it is determined that an Appraisal Reduction Amount existswith respect to the subject TEL and underlying mortgage loan, then theamount otherwise required to be advanced (subject to anonrecoverability determination) with respect to interest on the subjectunderlying mortgage loan will be reduced. That reduction willgenerally be in the same proportion that the Appraisal ReductionAmount bears to the Stated Principal Balance of the subject TEL andunderlying mortgage loan. Due to the distribution priorities, any suchreduction in advances will first reduce the funds available to payinterest as follows:

Reduction Order Class

1st Class X certificates

2nd Class A certificates

The above-described reduction in advances for delinquent monthly debtservice payments will not occur after the outstanding principal balanceof the class B certificates has been reduced to zero.

See “Description of the Certificates—Advances of Delinquent MonthlyDebt Service Payments” and “The Pooling Agreement—RequiredAppraisals” in this offering circular supplement.

Reports to Certificateholders.................. On each distribution date, the certificate administrator will be requiredto provide or make available to any Privileged Person a monthly reportsubstantially in the form of and containing the information substantiallyas required by Exhibit B. The certificate administrator’s report will berequired to detail, among other things, the distributions made to thecertificateholders on that distribution date and the performance of theTELs, the underlying mortgage loans and the mortgaged realproperties. The certificate administrator will also be required to makeavailable to any Privileged Person via its website initially located atwww.usbank.com/abs, certain underlying mortgage loan information aspresented in the standard CREFC Investor Reporting Package® inaccordance with the Pooling Agreement.

24

You may also review via the certificate administrator’s website or,upon reasonable prior notice, at the master servicer’s, the specialservicer’s, the certificate administrator’s or the custodian’s officesduring normal business hours, a variety of information and documentsthat pertain to the TELs, the underlying mortgage loans and themortgaged real properties. Underlying borrower operating statements,rent rolls and property inspection reports will be available at the officeof the master servicer or the special servicer, as applicable, and may beavailable on the master servicer’s website.

There are restrictions on the information that may be made available toyou if you are an underlying borrower or an affiliate of an underlyingborrower with respect to an underlying mortgage loan.

See “Description of the Certificates—Reports to Certificateholders andFreddie Mac; Available Information” in this offering circularsupplement.

Deal Information/Analytics..................... Certain information concerning the TELs and the certificates may beavailable through the following services:

• BlackRock Financial Management, Inc., Bloomberg, L.P.,Moody’s Analytics, Trepp, LLC, Intex Solutions, Inc.,CMBS.com and Thomson Reuters Corporation;

• the certificate administrator’s website initially located atwww.usbank.com/abs; and

• the master servicer’s website initially located atwww.freddiemac.com.

Sale of Defaulted TELs............................ If any TEL becomes a defaulted TEL, then the directingcertificateholder will have an assignable option to purchase that TEL(together with an assignment of the underlying mortgage loan) from theissuing entity at the price and on the terms, including the restrictionsapplicable to Affiliated Borrower Loans and any applicable time limits,described in “The Pooling Agreement—Realization Upon MortgageLoans—Purchase Option” in this offering circular supplement. If thefair value price to be paid by the directing certificateholder or anyassignee for the TEL is less than 99% of the Purchase Price for suchTEL, then Freddie Mac will also have the right to purchase such TEL.The directing certificateholder and Freddie Mac may each assign theirrespective purchase options.

See “The Pooling Agreement—Realization Upon Mortgage Loans” inthis offering circular supplement.

Repurchase Obligation............................ If the depositor has been notified of, or itself has discovered, a defect inany TEL file or a breach of any of its representations and warrantiesthat materially and adversely affects the value of any TEL or anyinterests of the holders of any class of certificates, then the depositorwill be required to either cure such breach or defect, repurchase theaffected TEL from the issuing entity or substitute another TEL for theaffected TEL. If the depositor repurchases any affected TEL, suchrepurchase would have the same effect on the certificates as aprepayment in full of such TEL (without payment of any StaticPrepayment Premium or Yield Maintenance Charge). See “Description

25

of the TELs and Underlying Mortgage Loans—Cures, Repurchases andSubstitutions” in this offering circular supplement.

Optional Termination.............................. The (i) Controlling Class Majority Holder, but excluding Freddie Mac,(ii) special servicer, and (iii) any successor master servicer that is notFreddie Mac (a “Third Party Master Servicer”), in that order, will eachin turn have the option to purchase all of the TELs and all otherproperty remaining in the issuing entity on any distribution date onwhich the total Stated Principal Balance of the TELs is less than 10.0%of the initial TEL pool balance.

If any party so entitled exercises this option, the issuing entity willterminate and all outstanding certificates will be retired, as described inmore detail under “The Pooling Agreement—Termination” in thisoffering circular supplement.

Denominations ......................................... The offered certificates will be issued, held and transferable in book-entry form through the Depository Trust Company (“DTC”). DTC orits nominee will be the registered Holder of the offered certificates atinitial issuance. The offered certificates will be issuable in thedenominations set forth under “Description of the Certificates—Registration and Denominations” in this offering circular supplement.

Ratings ...................................................... It is a condition to the issuance of the certificates that the class Acertificates (sometimes referred to in this offering circular supplementas the “rated certificates”) receive the following rating from Moody’sInvestors Service, Inc. (“Moody’s” or the “Rating Agency”):

Class of CertificatesRating

Moody’s*

Class A............................................. Aaa(sf)

* Moody’s has informed us that the “sf” designation in the rating represents anidentifier of structured finance product ratings. For additional information about thisidentifier, prospective investors can go to www.moodys.com. Freddie Mac has notverified and does not adopt or accept responsibility for any statements made byMoody’s on its website.

The rating addresses the likelihood of the timely receipt of distributionsof interest to which the holders of the rated certificates are entitled andthe ultimate distribution of principal by the Assumed Final DistributionDate. The rating of the rated certificates should be evaluatedindependently from similar ratings on other types of securities. Therating is not a recommendation to buy, sell or hold securities, a measureof asset value or an indication of the suitability of an investment andmay be subject to revision or withdrawal at any time by the RatingAgency.

For further information regarding the rating of the rated certificates andits limitations, see “Ratings,” “Risk Factors—Risks Related to theOffered Certificates—Future Events Could Have an Adverse Impact onthe Ratings Assigned to the Rated Certificates” and “—Rating AgencyFeedback” in this offering circular supplement.

The class X and B certificates will not be rated by the Rating Agencyor another NRSRO (unless an NRSRO issues an unsolicited rating),which may adversely affect the ability of an investor to purchase orretain, or otherwise impact the liquidity, market value and regulatorycharacteristics of such classes.

26

Legal and Investment Considerations

Federal Income Tax Consequences ........ Bond counsel for each of the TELs has rendered an opinion that intereston such TELs will be excludable from the gross income of owners ofsuch TELs for federal income tax purposes. A portion of the Trust willbe treated as a partnership that owns the TELs, and the holders of theoffered certificates will be treated as partners in the partnership forfederal income tax purposes. The holders of the offered certificateswill be allocated their respective shares of tax-exempt interest accruedand expenses and fees incurred by the partnership for federal incometax purposes. With respect to any distribution date and related accrualperiod, and to the extent tax-exempt interest accrues on the TELs,interest payments to holders of the offered certificates (including anyGuarantor Payments) will represent tax-exempt interest excludablefrom gross income for federal income tax purposes up to the amount ofsuch interest payment minus any Taxable Guarantor Payment(discussed below) made on such class of offered certificates on suchdistribution date.

Because a portion of the tax-exempt interest allocated to holders of theoffered certificates will be used to pay expenses and fees of the issuingentity, the amount of tax-exempt interest allocated and reported toholders of the offered certificates is expected to exceed the amount oftax-exempt interest that will be paid to holders of the offeredcertificates, and a portion of those expenses and fees will be allocatedand reported to the holders of the offered certificates. Restrictionsapply to the deductibility of expenses and fees related to tax-exemptinterest. See “Certain Federal Income Tax Consequences” in thisoffering circular supplement.

A portion of the payments on the class A certificates may represent theright to receive Taxable Guarantor Payments. Taxable GuarantorPayments will not be treated as interest for federal income taxpurposes, but will be treated as received in respect of a separatecontractual arrangement that will be treated as a notional principalcontract for federal income tax purposes, and income with respect tosuch contract will not be excludable from gross income. The holders ofthe class A certificates will be treated by the issuing entity as havingpaid, in the aggregate, a premium of $12,493,857 for the notionalprincipal contract entitling them to receive Taxable GuarantorPayments.

To the extent holders of certificates receive a portion of any StaticPrepayment Premiums or Yield Maintenance Charges collected inrespect of any of the underlying mortgage loans, such amounts will betreated as taxable gain and will not be treated as tax-exempt interest.

Interest on the applicable TELs is not a specific tax preference forpurposes of the federal alternative minimum tax on individuals andcorporations, and such interest is not included in adjusted currentearnings in calculating the federal alternative minimum taxable incomeof certain corporations.

27

A Monthly Closing Election will be made with respect to thecertificates, Partnership Factors will not apply, and a Section 761Election will not be made with respect to the certificates or the issuingentity. The issuing entity will treat all of the TELs as having beenacquired with market discount. It is expected that a portion of thepurchase price for the class A certificates that is attributable to theacquisition of an interest in the partnership will be less than the share ofthe principal balance of the TELs allocated to the class A certificates.Gain, if any, recognized upon a disposition or retirement of a TEL,including receipt of principal payments on a TEL, will not be exemptfrom federal income tax, and will be characterized as ordinary incometo a holder of a class A certificate to the extent of that holder’sallocable share of market discount on the TELs that has economicallyaccrued. See “Certain Federal Income Tax Consequences” in thisoffering circular supplement.

ERISA Considerations ............................ Fiduciaries investing the assets of employee benefit plans or otherretirement arrangements subject to Section 406 of ERISA or Section4975 of the Code may not acquire or hold the offered certificates onbehalf of any such plan or arrangement. Governmental plans and otherplans not subject to Section 406 of ERISA or Section 4975 of the Codeshould consult with their advisors regarding their ability to acquire andhold the offered certificates.

See “ERISA Considerations” in this offering circular supplement.

Investment Considerations ..................... The rate and timing of payments and other collections of principal onor with respect to the underlying mortgage loans and, in turn, the TELswill affect the yield to maturity on each offered certificate.

If you purchase class A certificates at a premium, then a faster thananticipated rate of payments and other collections of principal on theTELs could result in a lower than anticipated yield to maturity withrespect to those certificates. Conversely, if you purchase class Acertificates at a discount, a slower than anticipated rate of payments andother collections of principal on the TELs could result in a lower thananticipated yield to maturity with respect to those certificates.

The yield to maturity on the class A certificates will be highly sensitiveto changes in the levels of LIBOR such that decreasing levels ofLIBOR will have a negative effect on such certificateholders. Inaddition, prevailing market conditions may increase the margin aboveLIBOR at which comparable securities are being offered, which wouldcause the class A certificates to decline in value.

If you are contemplating the purchase of class X certificates, youshould be aware that the yield to maturity on those certificates will behighly sensitive to the rate and timing of principal prepayments andother liquidations on or with respect to the underlying mortgage loansand, in turn, the TELs. In addition, with respect to the class Xcertificates, a faster than anticipated rate of payments and othercollections of principal on the underlying mortgage loans and, in turn,the TELs could result in a lower than anticipated yield to maturity withrespect to those certificates. Furthermore, with respect to the class Xcertificates, an extremely rapid rate of prepayments and/or otherliquidations on or with respect to the underlying mortgage loans and, in

28

turn, the TELs could result in a substantial loss of your initialinvestment with respect to those certificates.

In addition, the entitlement to interest of the class X certificates will bereduced, and could be reduced to zero, as a result of (i) an increase inLIBOR, or (ii) with respect to the TEL that bears interest based onSIFMA, an increase in LIBOR relative to SIFMA, or (iii) as a result ofa decrease in the Weighted Average Net Mortgage Pass-Through Ratedue to a faster rate of prepayment on the TELs with higher NetMortgage Interest Rates than the Weighted Average Net MortgagePass-Through Rate. Any such reduction will negatively impact theyield to maturity of the class X certificates and will not be coveredunder the Freddie Mac Guarantee.

Furthermore, because the class X certificates provide credit support forthe class A certificates, any shortfalls in the Net Interest Collectionswill result in shortfalls in interest distributions to the class X certificatesbefore they result in shortfalls in interest distributions to the class Acertificates. Any such shortfalls to the class X certificates will alsonegatively impact the yield to maturity of the class X certificates(subject to the Freddie Mac Guarantee).

When trying to determine the extent to which payments and othercollections of principal on the TELs will adversely affect the respectiveyields to maturity of the interest-only certificates, you should considerwhat the notional amount of those interest-only certificates is and howpayments and other collections of principal on the TELs are to beapplied to the total outstanding principal balance of the PrincipalBalance Certificates that make up those notional amounts.

If your investment activities are subject to legal investment laws andregulations, regulatory capital requirements or review by regulatoryauthorities, then you may be subject to restrictions on investment in thecertificates. You should consult your own legal advisors for assistancein determining the suitability of and consequences to you of thepurchase, ownership, and sale of the certificates.

Credit Risk Retention.............................. For information as to the compliance of this transaction with theFHFA’s Credit Risk Retention Rule (12 C.F.R. Part 1234), see“Description of the Depositor and Guarantor—Credit Risk Retention”in this offering circular supplement.

The TELs and Underlying Mortgage Loans

General ..................................................... The certificates will evidence the entire beneficial ownership of theissuing entity which we intend to establish. The primary assets of theissuing entity will be a segregated pool of 13 TELs. We did notoriginate the TELs, but have purchased them from the Originators. TheTELs are funding loans made by the Originators to the GovernmentalAuthorities, which used the proceeds to make the underlying mortgageloans to finance the acquisition and/or rehabilitation of 24 mortgagedreal properties identified on Exhibit A-1.

Each TEL and the related underlying mortgage loan funded by suchTEL have identical payment terms. Each TEL is payable primarilyfrom payments made by the related underlying borrower on the relatedunderlying mortgage loan without any recourse either to the

29

Governmental Authority, the fiscal agent or to the related Originator forany failure of such underlying borrower to make required payments onsuch underlying mortgage loan. The master servicer is the masterservicer of both the TELs and the related underlying mortgage loans.There are 4 sub-servicers of the TELs and the related underlyingmortgage loans. Each special servicer is the special servicer of theTELs, the underlying mortgage loans and the REO Properties for whichit is acting as special servicer. Each underlying mortgage loan ispledged by the Governmental Authority to the fiscal agent as securityfor the payment of the related TEL, which security interests areassigned to the issuing entity in connection with the transfer of theTELs to the issuing entity.

Because payments on, or in respect of, the underlying mortgage loansare the primary source of payments on the TELs, this offering circularsupplement describes the underlying mortgage loans, the servicing ofthe underlying mortgage loans and other parties involved with theunderlying mortgage loans in addition to describing the TELs, theservicing of the TELs and various parties involved with the TELs.

For a description of the underwriting criteria utilized in connection withthe origination of each of the TELs and the related underlying mortgageloans, see “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters” in this offering circular supplement.

In this section, “—The TELs and Underlying Mortgage Loans”, weprovide summary information with respect to the TELs and the relatedunderlying mortgage loans. For more detailed information regardingthe TELs and the related underlying mortgage loans, you should reviewthe following sections in this offering circular supplement:

• “Risk Factors—Risks Related to the TELs and UnderlyingMortgage Loans”;

• “Description of the TELs and Underlying Mortgage Loans”;

• Exhibit A-1—Certain Characteristics of the TELs, theUnderlying Mortgage Loans and the Related Mortgaged RealProperties;

• Exhibit A-2—Certain Mortgage Pool Information; and

• Exhibit A-3—Description of the Ten Largest UnderlyingMortgage Loans.

When reviewing the information that we have included in this offeringcircular supplement with respect to the TELs and/or the underlyingmortgage loans, please note that—

• All numerical information provided with respect to the TELsand the related underlying mortgage loans is provided on anapproximate basis.

• All weighted average information provided with respect to theTELs and the related underlying mortgage loans reflects aweighting based on their respective Cut-off Date PrincipalBalances. We show the principal balance as of the Cut-offDate for each of the TELs on Exhibit A-1.

30

• In calculating the respective Cut-off Date Principal Balancesof the TELs, we have assumed that—

1. all scheduled payments of principal and/or interest due onthe TELs on or before the Cut-off Date have been timelymade; and

2. there are no prepayments or other unscheduled collectionsof principal with respect to any of the TELs during theperiod from its due date in October 2017 up to andincluding November 1, 2017.

• Whenever we refer to the initial TEL pool balance in thisoffering circular supplement, we are referring to the total Cut-off Date Principal Balance of the entire TEL pool.

• When information with respect to TELs is expressed as apercentage of the initial TEL pool balance, the percentages arebased on the Cut-off Date Principal Balances of the relatedTELs.

• If an underlying mortgage loan is secured by a mortgaged realproperty consisting of multiple parcels of real property, wetreat those parcels as a single mortgaged real property.

• Whenever we refer to a particular mortgaged real property byname, we mean the property identified by that name onExhibit A-1. Whenever we refer to a particular underlyingmortgage loan or TEL by name, we mean the underlyingmortgage loan secured by the mortgaged real propertyidentified by that name on Exhibit A-1 or the related TEL.

• Statistical information regarding the underlying mortgageloans or TELs may change prior to the Closing Date due tochanges in the composition of the mortgage pool prior to thatdate.

Payment and Other Terms ..................... Each of the TELs is the obligation of the respective GovernmentalAuthority to repay a specified sum with interest. Payments under theTELs are secured by a pledge of, and are payable primarily from,payments received from the underlying mortgage loans.

Each of the underlying mortgage loans is the obligation of anunderlying borrower to repay the same specified sum as the relatedTEL with matching interest. Repayment of each of the underlyingmortgage loans is secured by a mortgage lien on the fee or leaseholdinterest of the related underlying borrower in each mortgaged realproperty, which is pledged to the related fiscal agent to secure the TEL.Upon the occurrence of an event of default with respect to any TEL orthe related underlying mortgage loan, pursuant to the related TEL loanagreement, the issuing entity’s representative, which will be the specialservicer, may instruct the related fiscal agent to take any actions toprotect and enforce the rights of the issuing entity and the fiscal agent,including declaring the TEL immediately due and payable andcommencing foreclosure proceedings on the related mortgaged realproperty, which will be performed by the special servicer on behalf ofthe fiscal agent.

31

Each of the TELs is nonrecourse to the related Governmental Authorityor fiscal agent. Each of the underlying mortgage loans is nonrecourseto the related underlying borrower except with respect to certain limitednonrecourse carveouts. Although the offered certificates will beguaranteed by Freddie Mac pursuant to the Freddie Mac Guarantee,none of the TELs or underlying mortgage loans is insured orguaranteed by any governmental agency or instrumentality or by anyprivate mortgage insurer.

Each of the TELs currently accrues interest at the annual rate specifiedwith respect to that TEL on Exhibit A-1.

12 TELs, collectively representing 92.3% of the initial TEL poolbalance, accrue interest at a fixed interest rate. Such TELs accrue intereston a 30/360 Basis.

1 TEL, representing 7.7% of the initial TEL pool balance, accruesinterest at a floating interest rate based on SIFMA plus a margin. SuchTEL accrues interest on an Actual/Actual Basis. The related underlyingmortgage loan has the benefit of an Interest Rate Cap Agreement that iscurrently in place. The SIFMA cap strike rate under that Interest Rate CapAgreement is 4.000%. The Interest Rate Cap Agreement requires theapplicable interest rate cap provider to pay the underlying borrower anamount equal to the amount by which SIFMA exceeds the specified capstrike rate, multiplied by a notional amount at least equal to the principalbalance of the related underlying mortgage loan. The underlyingborrower’s rights under the Interest Rate Cap Agreement have beencollaterally assigned to secure the related underlying mortgage loans. TheInterest Rate Cap Agreement expires prior to the maturity date of therelated underlying mortgage loan, but the related loan documents obligatethe applicable underlying borrower to obtain a new interest rate capagreement upon such expiration.

1 of the TELs, representing 0.5% of the initial TEL pool balance, hadan initial term to maturity of 18 months. 2 of the TELs, collectivelyrepresenting 8.5% of the initial TEL pool balance, had an initial term tomaturity of 191 months. 7 of the TELs, collectively representing47.1% of the initial TEL pool balance, had initial terms to maturity of192 months. 2 of the TELs, collectively representing 24.8% of theinitial TEL pool balance, had initial terms to maturity of 204 months. 1of the TELs, representing 19.1% of the initial TEL pool balance, had aninitial term to maturity of 217 months.

Balloon Loans........................................... All of the underlying mortgage loans and TELs are Balloon Loans. Anunderlying mortgage loan and TEL is considered to be a “BalloonLoan” if its principal balance is not scheduled to be fully amortized bythe underlying mortgage loan’s and TEL’s scheduled maturity date andthus requires a payment at such scheduled maturity date larger than theregular monthly debt service payment due on such underlying mortgageloan and TEL.

Interest-Only Periods .............................. 7 of the TELs, collectively representing 71.9% of the initial TEL poolbalance, provide for an interest-only period of between 24 and 36months following origination followed by amortization for the balanceof the loan term. 1 of the TELs, representing 0.5% of the initial TELpool balance, provides for an interest-only period through maturity.None of the TELs are scheduled to fully amortize over their term.

32

Affiliated Borrower Loans ...................... The issuing entity will include 2 groups of TELs for which theunderlying mortgage loans were made to the same or affiliatedunderlying borrowers.

With respect to 5 of the TELs, collectively representing 41.0% of theinitial TEL pool balance, each of the underlying borrowers for theunderlying mortgage loans is (i) directly or indirectly majority ownedby affiliates of The Related Companies, L.P. and (ii) directly orindirectly controlled by The Related Companies, L.P.

See “Risk Factors—Risks Related to the TELs and UnderlyingMortgage Loans—Mortgage Loans to Affiliated Underlying BorrowersMay Result in More Severe Losses on the Offered Certificates” and“Description of the TELs and Underlying Mortgage Loans—Underlying Mortgage Loans Made to Affiliated UnderlyingBorrowers,” “Description of the Related Borrowers” and “Descriptionof the Related Sponsor” in this offering circular supplement.

Prepayment Characteristics ................... 11 of the underlying mortgage loans and TELs, collectivelyrepresenting 91.7% of the initial TEL pool balance, restrict voluntaryprepayments by prohibiting any voluntary prepayments for a specifiedperiod of time after the origination of the underlying mortgage loan(during which time defeasance is permitted), followed by a prepaymentconsideration period during which defeasance is permitted or voluntaryprincipal prepayments are restricted by requiring that any voluntaryprincipal prepayments made be accompanied by the greater of a StaticPrepayment Premium and a Yield Maintenance Charge, followed by aprepayment consideration period during which defeasance is permittedor voluntary principal prepayments are restricted by requiring that anyvoluntary principal prepayments be accompanied by a StaticPrepayment Premium, followed by an open prepayment period prior tomaturity during which voluntary principal prepayments may be madewithout payment of any prepayment consideration.

1 of the underlying mortgage loans and TELs, representing 7.7% of theinitial TEL pool balance, restricts voluntary prepayments by prohibitingany voluntary prepayments for a specified period of time after theorigination of the underlying mortgage loan, followed by a prepaymentconsideration period during which voluntary principal prepayments arerestricted by requiring that any voluntary principal prepayments beaccompanied by a Static Prepayment Premium, followed by an openprepayment period prior to maturity during which voluntary principalprepayments may be made without payment of any prepaymentconsideration.

1 of the underlying mortgage loans and TELs, representing 0.5% of theinitial TEL pool balance, does not restrict voluntary prepayments, andis subject to an open prepayment period prior to maturity during whichvoluntary principal prepayments may be made without payment of anyprepayment consideration.

The purchase of any TEL by Freddie Mac following default as a resultof an uncured material breach of a representation and warranty or amaterial document defect generally would have the same effect on theoffered certificates as a prepayment (without payment of any StaticPrepayment Premium or Yield Maintenance Charge).

33

In addition, 1 of the underlying mortgage loans and TELs, representing19.1% of the initial TEL pool balance, requires the related borrower toprepay in part such underlying mortgage loan and TEL if themortgaged real property does not meet certain debt service coverageratio requirements. Pursuant to the related loan documents, if the debtservice coverage ratio for the mortgaged real property is less than115%, such related borrower will be required to prepay in part theunderlying mortgage loan and TEL by an amount not to exceed$5,962,500.

In addition, 1 of the underlying mortgage loans and TELs, representing1.9% of the initial TEL pool balance, requires the related borrower toprepay in part such underlying mortgage loan and TEL if the taxabatement expected to benefit the related mortgaged real property is notobtained. See “Description of the TELs and Underlying MortgageLoans—Additional Underlying Mortgage Loan and Mortgaged RealProperty Information—Tax Abatements and Exemptions” in thisoffering circular supplement.

In general, the TELs that provide for a Yield Maintenance Charge alsoprovide that such Yield Maintenance Charge will not be less than afixed percentage of the amount prepaid. See “Description of the TELsand Underlying Mortgage Loans—Certain Terms and Conditions of theTELs and Underlying Mortgage Loans—Release of Property ThroughDefeasance or Prepayment—Prepayment” in this offering circularsupplement.

Defeasance ................................................ 11 of the TELs, collectively representing 91.7% of the initial TEL poolbalance, permit the underlying borrower to obtain the prepayment ofthe related underlying mortgage loan and the release of the relatedmortgaged real property from the lien of the related mortgageinstrument(s) upon the pledge to the trustee of certain securities that are(i) direct, non-callable and non-redeemable U.S. treasury obligations,(ii) non-callable bonds, debentures, notes and other similar debtobligations issued by Freddie Mac or Fannie Mae, and/or (iii) direct,non-callable and non-redeemable securities issued or fully insured as topayment by any Federal Home Loan Bank. The securities used inconnection with a defeasance must provide for payments that equal orexceed scheduled interest and principal payments due under the relatedmortgage note(s), including balloon payments at the respectivescheduled maturity date.

See “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying MortgageLoans—Release of Property Through Defeasance or Prepayment” inthis offering circular supplement.

Delinquency Status .................................. None of the TELs was 30 days or more delinquent with respect to anymonthly debt service payment as of November 1, 2017.

34

Geographic Concentration...................... Mortgaged real properties that secure underlying mortgage loanscollectively representing 5.0% or more of the initial TEL pool balanceare located in each of the states listed in the table below. The tablebelow shows the number of, and percentage of the initial TEL poolbalance secured by, mortgaged real properties located in these states:

State

Number ofMortgaged RealProperties

% of InitialTEL Pool Balance

California..................... 3 26.7%Connecticut.................. 1 20.0Texas ........................... 13 19.1Minnesota .................... 3 12.7Illinois.......................... 1 7.7Colorado ...................... 1 6.6

Total:....................... 22 92.8%

The remaining mortgaged real properties are located throughout 2 otherstates. No more than 3.9% of the initial TEL pool balance is secured bymortgaged real properties located in any of these other states. Severalof the underlying mortgage loans are secured by more than onemortgaged real property.

All of the California properties, securing underlying mortgage loanscollectively representing 26.7% of the initial TEL pool balance, arelocated in northern California (i.e., addresses with zip codes above93600).

See “Description of the TELs and Underlying Mortgage Loans—Certain Legal Aspects of the Underlying Mortgage Loans” in thisoffering circular supplement for a discussion of certain legal aspectsrelated to states in which mortgaged real properties that secureunderlying mortgage loans that secure TELs collectively representing10% or more of the initial TEL pool balance are located and see ExhibitA-2 for additional information on the geographic distribution of themortgaged properties securing the underlying mortgage loans.

Property Type .......................................... All of the mortgaged real properties are multifamily properties. See“Risk Factors” in this offering circular supplement for a description ofsome of the risks relating to multifamily properties.

Encumbered Interests ............................. 12 of the TELs, collectively representing 80.9% of the initial TEL poolbalance, are secured by underlying mortgage loans that solelyencumber the fee interest of the underlying borrower in the mortgagedreal property and not any leasehold interest. 1 of the TELs,representing 19.1% of the initial TEL pool balance, is secured by anunderlying mortgage loan that encumbers the leasehold interest of theunderlying borrower in the mortgaged real properties.

Subordinate Debt ..................................... As of the date of this offering circular supplement, 7 of the mortgagedreal properties, collectively representing 54.2% of the initial poolbalance, are currently encumbered by one or more subordinate liens.Any default under the subordinate mortgage loan documents constitutesa default under the senior underlying mortgage loan documents.

See “Risk Factors—Risks Related to the TELs and UnderlyingMortgage Loans—Subordinate Financing Increases the Likelihood

35

That an Underlying Borrower Will Default on an Underlying MortgageLoan,” “Risk Factors—Risks Related to the TELs and UnderlyingMortgage Loans—An Underlying Borrower’s Other Loans MayReduce the Cash Flow Available to Operate and Maintain the RelatedMortgaged Real Property or May Interfere with the Issuing Entity’sRights Under the Related Underlying Mortgage Loan, TherebyAdversely Affecting Distributions on the Offered Certificates,”“Description of the TELs and Underlying Mortgage Loans—General”and “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying MortgageLoans—Permitted Additional Debt” in this offering circularsupplement.

Except as set forth in this section, the remaining underlying mortgageloans prohibit all other encumbrances except for limited permittedencumbrances that are described in this offering circular supplement.

Significant Underlying Mortgage Loans The ten largest TELs collectively represent 95.3% of the initial TELpool balance. See “Risk Factors—Risks Related to the TELs andUnderlying Mortgage Loans” and “Description of the TELs andUnderlying Mortgage Loans” in this offering circular supplement andExhibits A-1, A-2 and A-3.

36

Additional Statistical Information

General Characteristics........................... The underlying mortgage loans securing the TELs that we intend toinclude in the issuing entity will have the following generalcharacteristics as of November 1, 2017:

Mortgage Pool

Initial TEL pool balance ................................................... $310,560,704Number of TELs.............................................................. 13Number of mortgaged real properties ................................ 24Largest Cut-off Date Principal Balance.............................. $62,000,000Smallest Cut-off Date Principal Balance ............................ $1,700,000Average Cut-off Date Principal Balance ............................ $23,889,285Highest annual mortgage interest rate(1).............................. 4.350%Lowest annual mortgage interest rate(1) .............................. 1.680%Weighted average annual mortgage interest rate(1) .............. 3.800%Longest original term to maturity................................... 217 monthsShortest original term to maturity................................... 18 monthsWeighted average original term to maturity ................... 199 monthsLongest remaining term to maturity ............................... 186 monthsShortest remaining term to maturity............................... 2 monthsWeighted average remaining term to maturity ............... 178 monthsHighest Underwritten Debt Service Coverage Ratio ...... 1.88xLowest Underwritten Debt Service Coverage Ratio....... 1.11xWeighted average Underwritten Debt Service

Coverage Ratio .......................................................... 1.38xHighest Cut-off Date LTV............................................. 88.0%Lowest Cut-off Date LTV ............................................. 71.2%Weighted average Cut-off Date LTV ............................ 80.2%

(1) With respect to the TEL secured by the underlying mortgage loan that issecured by the mortgaged real property identified on Exhibit A-1 as“Peterson Plaza,” representing 7.7% of the initial TEL pool balance,which bears interest at a floating rate based on SIFMA, all calculationswere based on the mortgage note rate of 2.680%, which includes anassumed SIFMA of 1.0000%.

With respect to 12 TELs, collectively representing 95.5% of the initialTEL pool balance, Underwritten Debt Service Coverage Ratiocalculations are based on amortizing debt service payments. With respectto 1 TEL, representing 0.5% of the initial TEL pool balance, theUnderwritten Debt Service Coverage Ratio calculations are based oninterest-only payments.

The number of underlying mortgage loans is different than the number ofmortgaged real properties because (i) 1 underlying mortgage loan,identified on Exhibit A-1 as “El Paso Portfolio” is secured by 13mortgaged real properties and (ii) 1 of the mortgaged real propertiessecures a conventional TEL and a TEL GAP Loan identified onExhibit A-1 as “Columbus Court” and “Columbus Court GAP,” each ofwhich is included in the issuing entity. With respect to the TEL and TELGAP Loan identified on Exhibit A-1 as “Columbus Court” and“Columbus Court GAP,” which are pari passu, the Underwritten DebtService Coverage Ratio, Underwritten Debt Service Coverage Ratio (IO),Cut-off Date Loan-to-Value Ratio, Maturity Loan-to-Value Ratio andCut-off Date Balance/Unit calculations include both the conventional TELand the TEL GAP Loan.

All calculations in this offering circular supplement are without regard toany subordinate indebtedness unless otherwise specifically indicated.

37

In reviewing the foregoing table, please note that the Underwritten NetCash Flow for any mortgaged real property (which is the basis for theUnderwritten Debt Service Coverage Ratio for the related underlyingmortgage loan) is an estimated number based on numerous assumptionsthat may not necessarily reflect recent historical performance and may notultimately prove to be an accurate prediction of future performance.

38

RISK FACTORS

The risks and uncertainties described below summarize the material risks in connection with the purchase of theoffered certificates. All numerical information concerning the TELs and/or the underlying mortgage loans isprovided on an approximate basis.

The Certificates May Not Be a Suitable Investment for You

The certificates are not suitable investments for all investors. In particular, you should not purchase any class ofcertificates unless you understand and are able to bear the prepayment, credit, liquidity and market risks associatedwith that class of certificates. For those reasons and for the reasons set forth in these “Risk Factors,” the yield tomaturity and the aggregate amount and timing of distributions on the certificates are subject to material variabilityfrom period to period and give rise to the potential for significant loss over the life of the certificates to the extentthe Guarantor does not make Guarantor Payments on the offered certificates. The interaction of these factors andtheir effects are impossible to predict and are likely to change from time to time. As a result, an investment in thecertificates involves substantial risks and uncertainties and should be considered only by sophisticated institutionalinvestors with substantial investment experience with similar types of securities.

Combination or “Layering” of Multiple Risks May Significantly Increase Risk of Loss

Although the various risks discussed in this offering circular supplement are generally described separately, youshould consider the potential effects of the interplay of multiple risk factors. Where more than one significant riskfactor is present, the risk of loss to an investor in the certificates may be significantly increased.

Risks Related to the TELs and Underlying Mortgage Loans

The TELs and Underlying Mortgage Loans are Nonrecourse. Each of the TELs is a nonrecourse obligation ofthe related Governmental Authority. Each of the underlying mortgage loans is, except for certain limitednonrecourse carveouts, a nonrecourse obligation of the underlying borrower. This means that, in the event of adefault, recourse will generally be limited to the related underlying mortgage loan securing the TEL or the relatedmortgaged real property or properties securing the underlying mortgage loan, respectively, and other assets that havebeen pledged to secure that TEL or underlying mortgage loan. Consequently, full and timely payment on each TELwill depend on one or more of the following:

• the sufficiency of the net operating income of the applicable mortgaged real property to pay debt service;

• the market value of the applicable mortgaged real property at or prior to maturity; and

• the ability of the related underlying borrower to refinance or sell the applicable mortgaged real property atmaturity.

In general, the value of any multifamily property will depend on its ability to generate net operating income.The ability of an owner to finance a multifamily property will depend, in large part, on the property’s value andability to generate net operating income.

None of the TELs or underlying mortgage loans will be insured or guaranteed by any governmental entity orprivate mortgage insurer.

Repayment of Each of the TELs Will Be Dependent on the Cash Flow Produced by the Related PledgedUnderlying Mortgage Loan and the Related Mortgaged Real Property, Which Can Be Volatile and Insufficient toAllow Timely Distributions on the Offered Certificates, and on the Value of the Related Mortgaged RealProperty, Which May Fluctuate Over Time. Each TEL is secured by, and solely payable from, payments under arelated underlying mortgage loan secured by one or more multifamily rental properties. Repayment of loans securedby multifamily rental properties typically depends on the cash flow produced by those properties. The ratio of netcash flow to debt service of an underlying mortgage loan secured by an income-producing property is an importantmeasure of the risk of default on the loan.

39

Payment on each underlying mortgage loan may also depend on:

• the ability of the related underlying borrower to sell the related mortgaged real property or refinance theunderlying mortgage loan, at scheduled maturity, in an amount sufficient to repay the underlying mortgageloan; and/or

• in the event of a default under the underlying mortgage loan and a subsequent sale of the related mortgagedreal property upon the acceleration of such underlying mortgage loan’s maturity, the amount of the saleproceeds, taking into account any adverse effect of a foreclosure proceeding on those sale proceeds.

In general, if an underlying mortgage loan has a relatively high loan-to-value ratio or a relatively low debtservice coverage ratio, a foreclosure sale is more likely to result in proceeds insufficient to satisfy the outstandingdebt.

The cash flows from the operation of multifamily real properties are volatile and may be insufficient to coverdebt service on the related underlying mortgage loan and pay operating expenses at any given time. This may causethe value of a property to decline. Cash flows and property values generally affect:

• the ability to cover debt service;

• the ability to pay an underlying mortgage loan in full with sales or refinance proceeds; and

• the amount of proceeds recovered upon foreclosure.

Cash flows and property values depend on a number of factors, including:

• national, regional and local economic conditions, including plant closings, military base closings, economicand industry slowdowns and unemployment rates;

• local real estate conditions, such as an oversupply of units similar to the units at the related mortgaged realproperty;

• increases in vacancy rates;

• changes or continued weakness in a specific industry segment that is important to the success of the relatedmortgaged real property;

• increases in operating expenses at the mortgaged real property and in relation to competing properties;

• the nature of income from the related mortgaged real property, such as whether rents are subject to rentcontrol or rent stabilization laws;

• a decline in rental rates as leases are renewed or entered into with new tenants;

• whether rental rates are less than the average market rental rates for the area and are not offset by lowoperating expenses;

• the level of required capital expenditures for proper maintenance, renovations and improvements demandedby tenants or required by law at the related mortgaged real property;

• creditworthiness of tenants, a decline in the financial condition of tenants or tenant defaults;

• the number of tenants at the related mortgaged real property and the duration of their respective leases;

• dependence upon a concentration of tenants working for a particular business or industry;

• demographic factors;

• retroactive changes in building or similar codes that require modifications to the related mortgaged realproperty;

• capable management and adequate maintenance for the related mortgaged real property;

• location of the related mortgaged real property;

40

• proximity and attractiveness of competing properties;

• whether the mortgaged real property has uses subject to significant regulation;

• the rate at which new rentals occur;

• perceptions by prospective tenants of the safety, convenience, services and attractiveness of the relatedmortgaged real property;

• the age, construction, quality and design of the related mortgaged real property; and

• whether the related mortgaged real property is readily convertible to alternative uses.

Criminal Activity May Adversely Affect Property Performance. Certain of the TELs are payable from relatedunderlying mortgage loans which are secured by mortgaged real properties that may have been, or may be, the siteof criminal activities. Perceptions by prospective tenants of the safety and reputation of such mortgaged realproperties may influence the cash flow produced by such mortgaged real properties. In addition, in connection withany criminal activities that occur at a related mortgaged real property, litigation may be brought against anunderlying borrower or political or social conditions may result in civil disturbances.

Forfeiture (Including for Drug, RICO and Money Laundering Violations) May Present Risks. Federal lawprovides that property purchased or improved with assets derived from criminal activity or otherwise tainted, or usedin the commission of certain offenses, can be seized and ordered forfeited to the United States. A number ofoffenses can trigger such a seizure and forfeiture including, among others, violations of the Racketeer Influencedand Corrupt Organizations Act, the Bank Secrecy Act, the Money Laundering Control Act, the USA PATRIOT Actand the regulations issued pursuant to all of them, as well as the controlled substance laws. In many instances, theUnited States may seize the property civilly, without a criminal prosecution.

In the event of a forfeiture proceeding, a financial institution that is a lender of funds may be able to establish itsinterest in the property by proving that (i) its mortgage was executed and recorded before the commission of theillegal conduct from which the assets used to purchase or improve the property were derived or before thecommission of any other crime upon which the forfeiture is based, or (ii) at the time of the execution of themortgage, despite appropriate due diligence, it “did not know or was reasonably without cause to believe that theproperty was subject to forfeiture.” However, we cannot assure you that such a defense will be successful.

If a mortgaged real property becomes the subject of such a forfeiture, this may lead to a default on theunderlying mortgage loan and thus a default on the related TEL.

Underlying Borrowers May Be Unable to Make Balloon Payments. All of the TELs are Balloon Loans whichare payable from amounts collected under related underlying mortgage loans which are themselves Balloon Loans.Balloon Loans have amortization schedules that are significantly longer than their respective terms, and many of theBalloon Loans require only payments of interest for part or all of their respective terms. See “Description of theTELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying MortgageLoans—Additional Amortization Considerations” in this offering circular supplement. A longer amortizationschedule or an interest-only provision in a TEL and underlying mortgage loan will result in a higher amount ofprincipal outstanding on the TEL and underlying mortgage loan at any particular time, including at the maturity dateof the TEL and underlying mortgage loan, than would have otherwise been the case had a shorter amortizationschedule been used or had the TEL and underlying mortgage loan had a shorter interest-only period or not includedan interest-only period at all. That higher principal amount outstanding could both (i) make it more difficult for therelated underlying borrower to make the required balloon payment at maturity and (ii) lead to increased losses forthe issuing entity either during the loan term or at maturity if the underlying mortgage loan becomes a DefaultedLoan resulting in a Defaulted TEL. The underlying borrower under a Balloon Loan is required to make a substantialpayment of principal and interest, which is commonly called a balloon payment, on the maturity date of the loan.The ability of the underlying borrower to make a balloon payment depends upon the underlying borrower’s ability torefinance or sell the mortgaged real property securing the loan. The ability of the underlying borrower to refinanceor sell the mortgaged real property will be affected by a number of factors, including—

• the fair market value and condition of the mortgaged real property;

• the level of interest rates;

41

• the underlying borrower’s equity in the mortgaged real property;

• the underlying borrower’s financial condition;

• the operating history of the mortgaged real property;

• changes in zoning and tax laws;

• changes in competition in the relevant area;

• changes in rental rates in the relevant area;

• changes in governmental regulation and fiscal policy;

• prevailing general and regional economic conditions;

• the state of the fixed income and mortgage markets;

• the availability of credit for mortgage loans secured by multifamily rental properties; and

• the requirements (including loan-to-value ratios and debt service coverage ratios) of lenders for mortgageloans secured by multifamily rental properties.

Neither we nor any of our affiliates, nor any of the Originators nor any of the Governmental Authorities will beobligated to refinance any underlying mortgage loan or TEL.

In addition, compliance with legal requirements, such as the credit risk retention regulations under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), could cause commercial realestate lenders to tighten their lending standards and reduce the availability of debt financing for commercial realestate borrowers. This, in turn, may adversely affect the underlying borrowers’ ability to refinance the underlyingmortgage loan or sell the mortgaged real property on the maturity date. We cannot assure you that each underlyingborrower under a Balloon Loan will have the ability to repay the outstanding principal balance of such underlyingmortgage loan on the related maturity date, thereby adversely affecting related amounts available for the payment ofthe related TEL.

The master servicer or the special servicer may, within prescribed limits, extend and modify underlyingmortgage loans and related TELs that are in default or as to which a payment default is reasonably foreseeable inorder to maximize recoveries on such underlying mortgage loans and TELs. The master servicer or the specialservicer is only required to determine that any extension or modification is reasonably likely to produce a greaterrecovery than a liquidation of the real property securing the Defaulted Loan which secures the Defaulted TEL. Thereis a risk that the decision of the master servicer or the special servicer to extend or modify an underlying mortgageloan and related TEL may not in fact produce a greater recovery. See “—Modifications of the Underlying MortgageLoans” below.

Modifications of the Underlying Mortgage Loans. If any underlying mortgage loans become delinquent or arein default, the special servicer will be required to work with the related underlying borrowers to maximizecollections on such underlying mortgage loans. This may include modifying the terms of such underlying mortgageloans that are in default or whose default is reasonably foreseeable. At each step in the process of trying to bring aDefaulted Loan current or in maximizing proceeds to the issuing entity, the special servicer will be required to investtime and resources not otherwise required for the master servicer to collect payments on performing underlyingmortgage loans. Modifications of underlying mortgage loans implemented by the special servicer in order tomaximize the ultimate proceeds of such underlying mortgage loans may have the effect of, among other things,reducing or otherwise changing the mortgage rate, forgiving or forbearing on payments of principal, interest or otheramounts owed under the underlying mortgage loan, extending the final maturity date of the underlying mortgageloan, capitalizing or deferring delinquent interest and other amounts owed under the underlying mortgage loan,forbearing payment of a portion of the principal balance of the underlying mortgage loan or any combination ofthese or other modifications. Any modified underlying mortgage loan may remain in the issuing entity, and themodification may result in a reduction in the funds received with respect to such underlying mortgage loan. Anysuch reduction in the funds received with respect to such underlying mortgage loan would reduce the funds receivedfor payment of the related TEL.

42

Multifamily Lending Subjects Your Investment to Special Risks that Are Not Associated with Single-FamilyResidential Lending. The TELs are secured by, and payable from, underlying mortgage loans that are secured bymultifamily income-producing properties.

Multifamily lending is generally thought to be riskier than single-family residential lending because, amongother things, larger loans are made to single borrowers or groups of related borrowers.

Furthermore, the risks associated with lending on multifamily properties are inherently different from thoseassociated with lending on the security of single-family residential properties. For example, repayment of each ofthe underlying mortgage loans will be dependent on the performance and/or value of the related mortgaged realproperty.

There are additional factors in connection with multifamily lending, not present in connection withsingle-family residential lending, which could adversely affect the economic performance of the respectivemortgaged real properties that secure the underlying mortgage loans which, in turn, secure the TELs. Any one ofthese additional factors, discussed in more detail in this offering circular supplement, could result in a reduction inthe level of cash flow from those mortgaged real properties that is required to ensure timely distributions on theoffered certificates.

Certain Multifamily Properties May Contain Commercial Components. Certain of the mortgaged realproperties may contain retail, office or other commercial units. The value of retail, office and other commercialunits is significantly affected by the quality of the tenants and the success of the tenant business. The correlationbetween the success of tenant businesses and a retail unit’s value may be more direct with respect to retail units thanother types of commercial property because a component of the total rent paid by certain retail tenants may be tiedto a percentage of gross sales. In addition, certain retail, office and commercial units may have tenants that aresubject to risks unique to their business, such as medical offices, dental offices, theaters, educational facilities,fitness centers and restaurants. These types of leased spaces may not be readily convertible (or convertible at all) toalternative uses if the leased spaces were to become vacant. We cannot assure you that the existence of retail, officeor other commercial units will not adversely impact operations at or the value of the mortgaged real properties,thereby adversely impacting amounts available for payment of the TELs.

Condominium Ownership May Limit Use of the Mortgaged Real Properties and Decision Making Related tothe Mortgaged Real Properties. In the case of condominiums, a board of managers generally has discretion to makedecisions affecting the condominium and the underlying borrower under an underlying mortgage loan secured inwhole or in part by a condominium may not have any control over decisions made by the related board of managers.Decisions made by that board of managers, including decisions regarding assessments to be paid by the unit owners,insurance to be maintained on the condominium and many other decisions affecting the maintenance of thecondominium, may have an adverse impact on any underlying mortgage loans that are secured by condominiuminterests and, in turn, on the related TEL. We cannot assure you that the related board of managers will always actin the best interests of the underlying borrower under those underlying mortgage loans. Further, due to the nature ofcondominiums, a default on the part of the underlying borrower will not allow the applicable special servicer thesame flexibility in realizing on the collateral as is generally available with respect to properties that are notcondominiums. The rights of other unit owners, the documents governing the management of the condominiumunits and the state and local laws applicable to condominium units must be considered. In addition, in the event of acasualty with respect to a mortgaged real property which consists of a condominium interest, due to the possibleexistence of multiple loss payees on any insurance policy covering the mortgaged real property, there could be adelay in the allocation of any related insurance proceeds. Consequently, servicing and realizing upon acondominium property could subject the issuing entity to a greater delay, expense and risk than with respect to aproperty that is not a condominium.

The Source of Repayment on the Offered Certificates Will Be Limited to Payments and Other Collections onthe TELs, Subject to the Freddie Mac Guarantee. The offered certificates will represent interests solely in theissuing entity. The primary assets of the issuing entity will be a segregated pool of TELs which are collateralized bya related segregated pool of multifamily mortgage loans. Accordingly, repayment of the offered certificates will belimited to payments and other collections on the TELs, subject to the Freddie Mac Guarantee.

43

However, neither the TELs nor the underlying mortgage loans will be an obligation of, or be insured orguaranteed by:

• any governmental entity;

• any private mortgage insurer;

• the depositor;

• Freddie Mac;

• the master servicer;

• the special servicer;

• any sub-servicer of the master servicer or the special servicer;

• the trustee;

• the certificate administrator;

• the custodian; or

• any of their or our respective affiliates.

All of the TELs are Secured by Underlying Mortgage Loans That Are Themselves Secured by MultifamilyRental Properties, Thereby Materially Exposing Offered Certificateholders to Risks Associated with thePerformance of Multifamily Rental Properties. All of the mortgaged real properties are primarily used formultifamily rental purposes. A number of factors may adversely affect the value and successful operation of amultifamily rental property. Some of these factors include:

• the number of competing residential developments in the local market, including apartment buildings andsite-built single family homes;

• the physical condition and amenities, including access to transportation, of the subject property in relationto competing properties;

• the subject property’s reputation;

• applicable state and local regulations designed to protect tenants in connection with evictions and rentincreases, including rent control and rent stabilization regulations;

• the tenant mix, such as the tenant population being predominantly students or being heavily dependent onworkers from a particular business or personnel from a local military base;

• restrictions on the age of tenants who may reside at the subject property;

• local factory or other large employer closings;

• the location of the property, for example, a change in the neighborhood over time;

• the level of mortgage interest rates to the extent it encourages tenants to purchase housing;

• the ability of the management team to effectively manage the subject property;

• the ability of the management team to provide adequate maintenance and insurance;

• compliance and continuance of any government housing rental subsidy programs from which the subjectproperty receives benefits and whether such subsidies or vouchers may be used at other properties;

• distance from employment centers and shopping areas;

• adverse local or national economic conditions, which may limit the amount of rent that may be charged andmay result in a reduction of timely rent payment or a reduction in occupancy level;

• the financial condition of the owner of the subject property; and

44

• government agency rights to approve the conveyance of such mortgaged real properties could potentiallyinterfere with the foreclosure or execution of a deed-in-lieu of foreclosure of such properties.

Because units in a multifamily rental property are primarily leased to individuals, usually for no more than ayear, the ability of the property to generate net operating income is likely to change relatively quickly where adownturn in the local economy or the closing of a major employer in the area occurs.

In addition, some units in a multifamily rental property may be leased to corporate entities. Expiration or non-renewals of corporate leases and vacancies related to corporate tenants may adversely affect the income stream at amortgaged real property.

We cannot assure you that these circumstances will not adversely impact operations at or the value of themortgaged real properties.

Particular factors that may adversely affect the ability of a multifamily property to generate net operatingincome include—

• an increase in interest rates, real estate taxes and other operating expenses;

• an increase in the capital expenditures needed to maintain the property or make renovations orimprovements;

• an increase in vacancy rates;

• a decline in rental rates as leases are renewed or replaced; and

• natural disasters and civil disturbances such as earthquakes, hurricanes, floods, eruptions or riots.

The volatility of net operating income generated by a multifamily property over time will be influenced bymany of these factors, as well as by—

• the length of tenant leases;

• the creditworthiness of tenants;

• the rental rates at which leases are renewed or replaced;

• the percentage of total property expenses in relation to revenue;

• the ratio of fixed operating expenses to those that vary with revenues; and

• the level of capital expenditures required to maintain the property and to maintain or replace tenants.

Therefore, multifamily properties with short-term or less creditworthy sources of revenue and/or relatively highoperating costs can be expected to have more volatile cash flows than multifamily properties with medium- tolong-term leases from creditworthy tenants and/or relatively low operating costs. A decline in the real estate marketwill tend to have a more immediate effect on the net operating income of multifamily properties with short-termrevenue sources and may lead to higher rates of delinquency or defaults on the underlying mortgage loans securedby those properties and, correspondingly, on the TELs.

In addition, some states regulate the relationship of an owner and its tenants at a multifamily rental property.Among other things, these states may—

• require written leases;

• require good cause for eviction;

• require disclosure of fees;

• prohibit unreasonable rules;

• prohibit retaliatory evictions;

• prohibit restrictions on a resident’s choice of unit vendors;

45

• limit the bases on which a landlord may increase rent; or

• prohibit a landlord from terminating a tenancy solely by reason of the sale of the owner’s building.

Apartment building owners have been the subject of lawsuits under state “Unfair and Deceptive Practices Acts”and other general consumer protection statutes for coercive, abusive or unconscionable leasing and sales practices.

Some counties and municipalities also impose rent control regulations on apartment buildings. Theseregulations may limit rent increases to—

• fixed percentages;

• percentages of increases in the consumer price index;

• increases set or approved by a governmental agency; or

• increases determined through mediation or binding arbitration.

We cannot assure you that the rent stabilization laws or regulations will not cause a reduction in rental income.If rents are reduced, we cannot assure you that such mortgaged real property will be able to generate sufficient cashflow to satisfy debt service payments and operating expenses, which may adversely affect payments on the relatedTEL.

In many cases, the rent control laws do not provide for decontrol of rental rates upon vacancy of individualunits. Any limitations on a landlord’s ability to raise rents at a multifamily rental property may impair the landlord’sability to repay an underlying mortgage loan secured by the property or to meet operating costs.

In addition, multifamily rental properties are part of a market that, in general, is characterized by low barriers toentry. Thus, a particular multifamily rental property market with historically low vacancies could experiencesubstantial new construction and a resultant oversupply of rental units within a relatively short period of time.Because units in a multifamily rental property are typically leased on a short-term basis, the tenants residing at aparticular property may easily move to alternative multifamily rental properties with more desirable amenities orlocations or to single family housing.

Certain of the mortgaged real properties may be subject to certain restrictions imposed pursuant to restrictivecovenants, reciprocal easement agreements and operating agreements or historical landmark designations.

Such use restrictions could include, for example, limitations on the use of the properties, the character ofimprovements on the properties, the underlying borrowers’ right to operate certain types of facilities within aprescribed radius of the properties and limitations affecting noise and parking requirements, among other things. Inaddition, certain of the multifamily rental properties that secure the underlying mortgage loans may have access tocertain amenities and facilities at other local properties pursuant to shared use agreements, and we cannot assure youthat such use agreements will remain in place indefinitely, or that any amenities and facilities at other properties willremain available to the tenants of any multifamily rental property securing an underlying mortgage loan. Theselimitations could adversely affect the ability of the related underlying borrower to lease the mortgaged real propertyon favorable terms, thus adversely affecting the underlying borrower’s ability to fulfill its obligations under therelated underlying mortgage loan, which may adversely affect payments on the related TEL.

Some of the multifamily rental properties that secure the underlying mortgage loans may be subject to land userestrictive covenants or contractual covenants in favor of federal or state housing agencies. The obligations of therelated underlying borrowers to comply with such restrictive covenants and contractual covenants, in most cases,constitute encumbrances on the related mortgaged real property that are superior to the lien of the related underlyingmortgage loan. In circumstances where the mortgaged real property is encumbered by a regulatory agreement infavor of a federal or state housing agency, the underlying borrower is generally required by the loan documents tocomply with any such regulatory agreement. The covenants in a regulatory agreement may require, among otherthings, that a minimum number or percentage of units be rented to tenants who have incomes that are substantiallylower than median incomes in the applicable area or region or impose restrictions on the type of tenants who mayrent units, such as imposing minimum age restrictions. These covenants may limit the potential rental rates that maygovern rentals at any of those properties, the potential tenant base for any of those properties or both. An owner may

46

subject a multifamily rental property to these covenants in exchange for tax credits or rent subsidies. When thecredits or subsidies cease, net operating income will decline. We cannot assure you that these requirements will notcause a reduction in rental income. If rents are reduced, we cannot assure you that the related property will be ableto generate sufficient cash flow to satisfy debt service payments and operating expenses, which may adversely affectpayments on the related TEL.

In addition, restrictive covenants and contractual covenants contained in regulatory agreements may require anunderlying borrower, among other conditions, (i) to submit periodic compliance reports and/or permit regulatoryauthorities to conduct periodic inspections of the related mortgaged real property, (ii) to meet certain requirementsas to the condition of affordable units or (iii) to seek the consent of a regulatory authority in connection with thetransfer or sale of the mortgaged real property or in connection with a change in the property management. In somecases, regulatory agreements may provide for remedies other than specific performance of restrictive covenants.Such other remedies may include, but are not limited to, providing for the ability of a regulatory authority to replacethe property manager. In addition, in some cases, regulatory agreements may impose restrictions on transfers of themortgaged real property in connection with a foreclosure, including, but not limited to, requiring regulatoryauthority consent and limiting the type of entities that are permissible transferees of the mortgaged real property. Wecannot assure you that these circumstances will not adversely impact operations at or the value of the mortgaged realproperty, that such consent will be obtained in the event a federal or state housing agency has the right to consent toany change in the property management or ownership of the mortgaged real property or that the failure to obtainsuch consent will not adversely impact the lender’s ability to exercise its remedies upon default of an underlyingmortgage loan.

Some of the mortgaged real properties may have tenants that rely on rent subsidies under various governmentfunded programs, including Section 8. In addition, with respect to certain of the underlying mortgage loans, theunderlying borrower may receive subsidies or other assistance from government programs. Generally, a mortgagedreal property receiving such subsidy or assistance must satisfy certain requirements, the underlying borrower mustobserve certain leasing practices and/or the tenant(s) must regularly meet certain income requirements. See“Description of the TELs and Underlying Mortgage Loans—Additional Underlying Mortgage Loan and MortgagedReal Property Information—Rental Subsidy Programs” in this offering circular supplement for a description of themortgaged real properties subject to rental subsidy programs, including Section 8.

We cannot assure you that such programs will continue in their present form or that the underlying borrowerswill continue to comply with the requirements of the programs to enable the underlying borrowers to receive thesubsidies in the future or that the level of assistance provided will be sufficient to generate enough revenues for theunderlying borrowers to meet their obligations under the underlying mortgage loans, nor can we assure you that anytransferee of the mortgaged real property, whether through foreclosure or otherwise, will obtain the consent of theUnited States Department of Housing and Urban Development (“HUD”) or any state or local housing agency.

Some of the mortgaged real properties that secure the underlying mortgage loans may entitle or may haveentitled their owners to receive low income housing tax credits pursuant to Code Section 42. Code Section 42provides a tax credit for owners of multifamily rental properties meeting the definition of low income housing whohave received a tax credit allocation from a state or local allocating agency. The total amount of tax credits to whicha property owner is entitled is based on the percentage of total units made available to qualified tenants.

The tax credit provisions limit the gross rent for each low-income unit. Under the tax credit provisions, aproperty owner must comply with the tenant income restrictions and rental restrictions over a minimum of a 15-yearcompliance period. In addition, agreements governing the multifamily rental property may require an “extended useperiod,” which has the effect of extending the income and rental restrictions for an additional period.

In the event a multifamily rental property does not maintain compliance with the tax credit restrictions on tenantincome or rental rates or otherwise satisfy the tax credit provisions of the Code, the property owner may suffer areduction in the amount of available tax credits and/or face the recapture of all or part of the tax credits related to theperiod of the noncompliance and face the partial recapture of previously taken tax credits. The loss of tax credits,and the possibility of recapture of tax credits already taken, may provide significant incentive for the property ownerto keep the related multifamily rental property in compliance with such tax credit restrictions and limit the incomederived from the related property.

47

See “Description of the TELs and Underlying Mortgage Loans—Additional Underlying Mortgage Loan andMortgaged Real Property Information—Low Income Housing Tax Credits” in this offering circular supplement for adescription of mortgaged real properties subject to Low Income Housing Tax Credits.

Some of the mortgaged real properties that secure the underlying mortgage loans may entitle or may haveentitled their owners to receive tax abatements or exemptions or may be subject to reduced taxes in connection witha “payment in lieu of taxes” (“PILOT”) agreement. See “Description of the TELs and Underlying MortgageLoans—Additional Loan and Property Information—Tax Abatements and Exemptions” in this offering circularsupplement for additional information relating to tax abatements and exemptions applicable to the mortgaged realproperties.

With respect to such mortgaged real properties that entitle their owners to receive tax exemptions, the relatedCut-off Date LTVs are often calculated using Appraised Values that assume that the owners of such mortgaged realproperties receive such property tax exemptions. Such property tax exemptions often require the property owners tobe formed and operated for qualifying charitable purposes and to use the property for those qualifying charitablepurposes. Claims for such property tax exemptions must often be re-filed annually by the property owners. Althoughthe loan documents generally require the underlying borrower to submit an annual claim and to take actionsnecessary for the underlying borrower and the mortgaged real property to continue to qualify for a property taxexemption, if the underlying borrower fails to do so, property taxes payable by the underlying borrower on themortgaged real property could increase, which could adversely impact the cash flow at or the value of the mortgagedreal property. In addition, if the issuing entity forecloses on any such mortgaged real property, the issuing entity maybe unable to qualify for a property tax exemption. Finally, if the issuing entity sells any such mortgaged realproperty in connection with a default on the underlying mortgage loan, prospective purchasers may be unwilling tobid on the mortgaged real property if they are unable to satisfy the requirements of a property tax exemption. Thiscould limit the pool of prospective purchasers for any such mortgaged real property.

We cannot assure you that any tax abatements and exemptions or PILOT agreements will continue to benefitthe related mortgaged real properties or that the continuance or termination of any of the tax abatements orexemptions will not adversely impact the mortgaged real properties or the related underlying borrowers’ ability togenerate sufficient cash flow to satisfy debt service payments and operating expenses.

The Successful Operation of a Multifamily Property Depends on Tenants. Generally, multifamily propertiesare subject to leases. The owner of a multifamily property typically uses lease or rental payments for the followingpurposes—

• to pay for maintenance and other operating expenses associated with the property;

• to fund repairs, replacements and capital improvements at the property; and

• to pay debt service on mortgage loans secured by, and any other debt obligations associated with operating,the property.

Factors that may adversely affect the ability of a multifamily property to generate net operating income fromlease and rental payments include—

• an increase in vacancy rates, which may result from tenants deciding not to renew an existing lease;

• an increase in tenant payment defaults;

• a decline in rental rates as leases are entered into, renewed or extended at lower rates;

• whether rental rates are less than the average market rental rates for the area and are not offset by lowoperating expenses;

• an increase in the capital expenditures needed to maintain the property or to make improvements; and

• an increase in operating expenses.

Underlying Mortgage Loans That Are Subject to Ground Leases Can Pose Unique Risks. With respect tothe TEL secured by the underlying mortgage loan secured by the mortgaged real properties identified on Exhibit A-1

48

as “Kennedy Brothers Communities And Kennedy Estates,” “Rafael Marmolejo, Jr. Apartments,” “Dwight D.Eisenhower Apartments,” “Lyndon B. Johnson Apartments,” “George Webber Memorial Apartments,” “EverettAlvarez Apartments,” “Harry S. Truman Apartments,” “J. E. Anderson Apartments,” “Raymond Telles Manor,” “Lt.Palmer Baird Memorial Apartments,” “Juan Hart Memorial Apartments,” “Aloysius A. Ochoa Apartments” and“Woodrow Bean Apartments,” representing 19.1% of the initial mortgage pool balance, such underlying mortgageloan is secured by the leasehold interest of the related underlying borrower in such mortgaged real properties. Wecannot assure you that circumstances related to the ground lease agreements at any mortgaged real property securedby the leasehold interests of an underlying borrower will not adversely impact operations at, or the value of, suchmortgaged real property or the underlying borrower’s ability to generate sufficient cash flow to satisfy debt servicepayments and operating expenses. See “Description of the Underlying Mortgage Loans—Additional Loan andProperty Information—Ground Leases” in this information circular.

The Success of an Income-Producing Property Depends on Reletting Vacant Spaces. The operations at or thevalue of an income-producing property will be adversely affected if the owner or property manager is unable torenew leases or relet space on comparable terms when existing leases expire and/or become defaulted. Even ifvacated space is successfully relet, the costs associated with reletting can be substantial and could reduce cash flowfrom the income-producing properties. Moreover, if a tenant at an income-producing property defaults in its leaseobligations, the landlord may incur substantial costs and experience significant delays associated with enforcing itsrights and protecting its investment, including costs incurred in renovating and reletting the property. We cannotassure you that these circumstances will not adversely impact operations at or the value of the mortgaged realproperties. To the extent these factors present a risk to the timely or ultimate repayment of the underlying mortgageloan, they also present a risk to the timely or ultimate repayment of the related TEL. See “Description of the TELsand Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans” inthis offering circular supplement.

If an income-producing property has multiple tenants, re-leasing expenditures may be more frequent than in thecase of a property with fewer tenants, thereby reducing the cash flow generated by the mortgaged real property. If asmaller income-producing property has fewer tenants, increased vacancy rates may have a greater possibility ofadversely affecting operations at or the value of the related mortgaged real property, thereby reducing the cash flowgenerated by the property. For example, with respect to 13 of the mortgaged real properties, collectivelyrepresenting 21.1% of the initial TEL pool balance, such mortgaged real properties include 100 or fewer units.Similarly, if an income producing property has a number of short-term leases, re-leasing expenditures may be morefrequent, thereby reducing the cash flow generated by such property. To the extent these factors present a risk to thetimely or ultimate repayment of the underlying mortgage loan, they also present a risk to the timely or ultimaterepayment of the related TEL.

Property Value May Be Adversely Affected Even When Current Operating Income Is Not. Various factorsmay affect the value of multifamily properties without affecting their current net operating income, including—

• changes in interest rates;

• the availability of refinancing sources;

• changes in governmental regulations, licensing or fiscal policy;

• changes in zoning or tax laws; and

• potential environmental or other legal liabilities.

To the extent these factors present a risk to the timely or ultimate repayment of the underlying mortgage loan,they also present a risk to the timely or ultimate repayment of the related TEL.

Maintaining a Property in Good Condition May Be Costly. The owner may be required to expend a substantialamount to maintain, renovate or refurbish a multifamily property. Failure to do so may materially impair theproperty’s ability to generate cash flow. The effects of poor construction quality will increase over time in the formof increased maintenance and capital improvements. Even superior construction will deteriorate over time ifmanagement does not schedule and perform adequate maintenance in a timely fashion. We cannot assure you that anincome-producing property will generate sufficient cash flow to cover the increased costs of maintenance and capital

49

improvements in addition to paying debt service on the underlying mortgage loan(s) that may encumber thatproperty.

The proportion of older mortgaged real properties may adversely impact payments on the underlying mortgageloans and, correspondingly, on the TELs on a collective basis. For example, with respect to 20 of the mortgagedreal properties, securing underlying mortgage loans that secure TELs, collectively representing 88.6% of the initialTEL pool balance, all or part of the mortgaged real properties were constructed prior to 1980. We cannot assure youthat a greater proportion of underlying mortgage loans secured by older mortgaged real properties will not adverselyimpact cash flow at the mortgaged real properties on a collective basis or that it will not adversely affect paymentsrelated to your investment.

Certain of the mortgaged real properties may currently be undergoing or are expected to undergo in the futureredevelopment or renovation.

We cannot assure you that any current or planned redevelopment or renovation will be completed, that suchredevelopment or renovation will be completed in the time frame contemplated, or that, when and if redevelopmentor renovation is completed, such redevelopment or renovation will improve the operations at, or increase the valueof, the subject property. Failure of any of the foregoing to occur could have a material negative impact on therelated mortgaged real property, which could affect the ability of the related underlying borrower to repay theunderlying mortgage loan.

In the event the related underlying borrower (or a tenant, if applicable) fails to pay the costs of work completedor material delivered in connection with ongoing redevelopment or renovation, the portion of the mortgaged realproperty on which there is construction may be subject to mechanic’s or materialmen’s liens that may be senior tothe lien of the related underlying mortgage loan.

The existence of construction at a mortgaged real property may make such mortgaged real property lessattractive to tenants and, accordingly, could have a negative effect on net operating income.


Competition Will Adversely Affect the Profitability and Value of an Income-Producing Property. Someincome-producing properties are located in highly competitive areas. Comparable income-producing propertieslocated in the same area compete on the basis of a number of factors including—

• rental rates;

• location;

• type of services and amenities offered; and

• nature and condition of the particular property.

The profitability and value of an income-producing property may be adversely affected by a comparableproperty that—

• offers lower rents;

• has lower operating costs;

• offers a more favorable location; or

• offers better facilities and/or amenities.

Costs of renovating, refurbishing or expanding an income-producing property in order to remain competitivecan be substantial. To the extent these factors present a risk to the timely or ultimate repayment of the underlyingmortgage loan, they also present a risk to the timely or ultimate repayment of the related TEL.

50

Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on an Underlying Mortgage Loan.Under Title 11 of the United States Code, as amended (the “Bankruptcy Code”), the filing of a petition inbankruptcy by or against a borrower, including a petition filed by or on behalf of a junior lienholder, will stay thesale of a real property owned by that borrower, as well as the commencement or continuation of a foreclosure action.

In addition, if a bankruptcy court determines that the value of a real property is less than the principal balance ofthe underlying mortgage loan it secures, the bankruptcy court may reduce the amount of secured indebtedness to thethen-value of the property. This would make the lender a general unsecured creditor for the difference between thethen-value of the property and the amount of its outstanding mortgage indebtedness.

A bankruptcy court also may—

• grant a debtor a reasonable time to cure a payment default on an underlying mortgage loan;

• reduce monthly payments due under an underlying mortgage loan;

• change the rate of interest due on an underlying mortgage loan; or

• otherwise alter an underlying mortgage loan’s repayment schedule.

Furthermore, the borrower, as debtor-in-possession, or its bankruptcy trustee has special powers to avoid,subordinate or disallow debts. In some circumstances, the claims of a secured lender, such as the issuing entity, maybe subordinated to financing obtained by a debtor-in-possession subsequent to its bankruptcy.

Under the Bankruptcy Code, a lender will be stayed from enforcing a borrower’s assignment of rents and leases.The legal proceedings necessary to resolve these issues can be time consuming and may significantly delay thereceipt of rents. Rents also may escape an assignment to the extent they are used by borrower to maintain itsproperty or for other court authorized expenses.

As a result, the issuing entity’s recovery with respect to underlying borrowers in bankruptcy proceedings maybe significantly delayed, and the total amount ultimately collected may be substantially less than the amount owed.Certain of the key principals or the related sponsors of the respective underlying borrowers may have declaredbankruptcy in the past, which may mean they are more likely to declare bankruptcy again in the future or put theborrowing entities into bankruptcy in the future.

Pursuant to the doctrine of substantive consolidation, a bankruptcy court, in the exercise of its equitable powers,has the authority to order that the assets and liabilities of a borrower be consolidated with those of a bankruptaffiliate for the purposes of making distributions under a plan of reorganization or liquidation. Thus, property that isostensibly the property of a borrower may become subject to the bankruptcy case of an affiliate, the automatic stayapplicable to such bankrupt affiliate may be extended to a borrower and the rights of creditors of a borrower maybecome impaired.

In connection with the origination of certain of the underlying mortgage loans, including certain underlyingmortgage loans with original principal balances over $25,000,000 that are identified on Exhibit C-2, no non-consolidation opinion with respect to the related underlying borrower entity was obtained at origination.

With respect to the TELs secured by the underlying mortgage loans that are secured by the mortgaged realproperties identified on Exhibit A-1 as “Morh I,” “Peterson Plaza,” “Oak Center I” and “Marcella Manor,”collectively representing 39.1% of the initial TEL pool balance, the sponsor of the underlying borrower reported atleast one prior discounted payoff, default, bankruptcy, foreclosure or deed-in-lieu of foreclosure with respect to theother properties of such sponsor.

We cannot assure you that these circumstances will not have an adverse impact on the liquidity of the relatedunderlying borrowers or the related sponsors. Therefore, we cannot assure that these circumstances will notadversely impact the underlying borrowers’ or the sponsors’ ability to maintain the related mortgaged real propertyor pay amounts owed on the related underlying mortgage loans, thereby adversely affecting amounts to be collectedon the related TELs.

51

Property Management is Important to the Successful Operation of the Mortgaged Real Property. Thesuccessful operation of a real estate project depends in part on the performance and viability of the propertymanager. The property manager is generally responsible for:

• operating the property and providing building services;

• establishing and implementing the rental structure;

• managing operating expenses;

• responding to changes in the local market; and

• advising the underlying borrower with respect to maintenance and capital improvements.

Properties deriving revenues primarily from short-term leases, such as the leases at multifamily properties,generally are more management intensive than properties leased to creditworthy tenants under long-term leases.

A good property manager, by controlling costs, providing necessary services to tenants and overseeing andperforming maintenance or improvements on the property, can improve cash flow, reduce vacancies, reduce leasingand repair costs and preserve building value. On the other hand, management errors can, in some cases, impairshort-term cash flow and the long-term viability of an income-producing property.

We do not make any representation or warranty as to the skills of any present or future property managers withrespect to the mortgaged real properties that will secure the underlying mortgage loans which, in turn, will securethe TELs. Furthermore, we cannot assure you that any property managers will be in a financial condition to fulfilltheir management responsibilities throughout the terms of their respective management agreements. In addition,certain of the mortgaged real properties are managed by affiliates of the applicable underlying borrower. If anunderlying mortgage loan is in default or undergoing special servicing, this could disrupt the management of themortgaged real property and may adversely affect cash flow. To the extent these factors present a risk to the timelyor ultimate repayment of the underlying mortgage loan, they also present a risk to the timely or ultimate repaymentof the related TEL.

The Performance of an Underlying Mortgage Loan and the Related Mortgaged Real Property Depends inPart on Who Controls the Underlying Borrower and the Related Mortgaged Real Property. The operation of amortgaged real property and the performance of an underlying mortgage loan, and therefore the related TEL, willdepend in part on the identity of the persons or entities that control the related underlying borrower and the relatedmortgaged real property. The performance of the underlying mortgage loan, and the corresponding collections onthe related TELs, may be adversely affected if control of the underlying borrower changes. This may occur, forexample, by means of transfers of direct or indirect ownership interests in such underlying borrower. See“Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELS andUnderlying Mortgage Loans—Due-on-Sale and Due-on-Encumbrance Provisions” in this offering circularsupplement.

Losses on Larger Loans May Adversely Affect Distributions on the Certificates. Certain of the TELs haveCut-off Date Principal Balances that are substantially higher than the average Cut-off Date Principal Balance. Ingeneral, these concentrations can result in losses that are more severe than would be the case if the total principalbalance of the TELs backing the offered certificates were more evenly distributed. See Exhibits A-1, A-2 and A-3for information relating to significant TELs, including the ten largest TELs.

Mortgage Loans to Affiliated Underlying Borrowers May Result in More Severe Losses on the OfferedCertificates. Certain groups of the underlying mortgage loans were made to the same underlying borrower or tounderlying borrowers under common ownership. Mortgage loans with the same underlying borrower or relatedunderlying borrowers pose additional risks. Among other things:

• financial difficulty at one mortgaged real property could cause the owner to defer maintenance at anothermortgaged real property in order to satisfy current expenses with respect to the troubled mortgaged realproperty; and

52

• the owner could attempt to avert foreclosure on one mortgaged real property by filing a bankruptcy petitionthat might have the effect of interrupting monthly payments for an indefinite period on all of the relatedunderlying mortgage loans.

In addition, multiple real properties owned by the same underlying borrower or affiliated underlying borrowersare likely to have common management. This would increase the risk that financial or other difficulties experiencedby the property manager could have a greater impact on the owner of the underlying mortgage loans.

Except as described in this offering circular supplement as to the subordinate mortgage loans, none of theunderlying mortgage loans is cross-collateralized or cross-defaulted with any other underlying mortgage loan orwith any mortgage loan that is not in the issuing entity.


See “Description of the TELs and Underlying Mortgage Loans—Underlying Mortgage Loans Made toAffiliated Underlying Borrowers” in this offering circular supplement.

An Underlying Borrower’s Other Loans May Reduce the Cash Flow Available to Operate and Maintain theRelated Mortgaged Real Property or May Interfere with the Issuing Entity’s Rights Under the RelatedUnderlying Mortgage Loan, Thereby Adversely Affecting Distributions on the Offered Certificates. As describedunder “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—Subordinate FinancingIncreases the Likelihood That an Underlying Borrower Will Default on an Underlying Mortgage Loan” below and“Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs andUnderlying Mortgage Loans—Permitted Additional Debt” in this offering circular supplement, any of themortgaged real properties may be encumbered in the future by other subordinate debt. In addition, subject, in somecases, to certain limitations relating to maximum amounts, the underlying borrowers generally may incur trade andoperational debt or other unsecured debt and enter into equipment and other personal property and fixture financingand leasing arrangements, in connection with the ordinary operation and maintenance of the related mortgaged realproperty. Furthermore, in the case of any underlying mortgage loan that requires or allows letters of credit to beposted by the related underlying borrower as additional security for the underlying mortgage loan, in lieu of reservesor otherwise, such underlying borrower may be obligated to pay fees and expenses associated with the letter ofcredit and/or to reimburse the letter of credit issuer in the event of a draw on the letter of credit by the lender.

The existence of other debt could:

• adversely affect the financial viability of an underlying borrower by reducing the cash flow available to theunderlying borrower to operate and maintain the mortgaged real property or make debt service payments onthe underlying mortgage loan;

• adversely affect the security interest of the lender;

• complicate workouts or bankruptcy proceedings; and

• delay foreclosure on the mortgaged real property.

We cannot assure you that these circumstances will not adversely impact operations at or the value of therelated mortgaged real properties. To the extent these factors present a risk to the timely or ultimate repayment ofthe underlying mortgage loan, they also present a risk to the timely or ultimate repayment of the related TEL.

The subordination and intercreditor agreements between the senior lender and the subordinate lenders providethat a default under the subordinate loan generally constitutes a default under the senior loan. In certain instances,the subordinate lender can commence a foreclosure action upon providing the senior lender with ninety days’ notice.

Changes in TEL Pool Composition Can Change the Nature of Your Investment. The TELs will amortize atdifferent rates and mature on different dates. In addition, some of those TELs may be prepaid or liquidated. As aresult, the relative composition of the TEL pool will change over time.

53

If you purchase certificates with a pass-through rate that is equal to or calculated based on a weighted averageof interest rates on the TELs, your pass-through rate will be affected, and may decline, as the relative composition ofthe TEL pool changes.

In addition, as payments and other collections of principal are received with respect to the TELs, the remainingTEL pool backing the certificates may exhibit an increased concentration with respect to number and affiliation ofunderlying borrowers and geographic location.

See “Yield and Maturity Considerations—Yield Considerations—Rate and Timing of Principal Payments” inthis offering circular supplement.

Geographic Concentration of the Mortgaged Real Properties May Adversely Affect Distributions on theOffered Certificates. The concentration of mortgaged real properties in a specific state or region will make theperformance of the underlying mortgage loans and, correspondingly, the TELs, as a whole, more sensitive to thefollowing factors in the state or region where the underlying borrowers and the mortgaged real properties areconcentrated:

• economic conditions, including real estate market conditions;

• changes in governmental rules and fiscal policies;

• regional factors such as earthquakes, floods, tornadoes, forest fires or hurricanes;

• acts of God, which may result in uninsured losses; and

• other factors that are beyond the control of the underlying borrowers.

See Exhibit A-2 for additional information relating to the geographic concentration of the mortgaged realproperties.

Subordinate Financing Increases the Likelihood That an Underlying Borrower Will Default on anUnderlying Mortgage Loan. 18 of the mortgaged real properties, collectively representing 54.2% of the initial poolbalance, are currently encumbered by one or more subordinate liens. A default under the subordinate mortgage loandocuments for each of those mortgaged real properties generally constitutes a default under the senior underlyingmortgage loan documents. The underlying mortgage loans prohibit all other encumbrances except for limitedpermitted encumbrances (which limited permitted encumbrances do not secure subordinate mortgage loans).

See “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs andUnderlying Mortgage Loans—Permitted Additional Debt” in this offering circular supplement.

The underlying mortgage loans require the consent of the holder of the TEL prior to incurring futuresubordinate debt and so encumbering the related mortgaged real property. However, a violation of this prohibitionmay not become evident until the affected underlying mortgage loan otherwise defaults, and the master servicer maynot realistically be able to prevent an underlying borrower from incurring subordinate debt.

The existence of any secured subordinated indebtedness or unsecured indebtedness increases the difficulty ofmaking debt service payments or refinancing an underlying mortgage loan at the loan’s maturity. Further, the factthat a default under a subordinate loan constitutes a default under the underlying mortgage loan is not commonplaceand creates a higher degree of uncertainty than would normally be imposed. In addition, the related underlyingborrower may have difficulty repaying multiple loans. Moreover, the filing of a petition in bankruptcy by, or onbehalf of, a junior lienholder may stay the senior lienholder from taking action to foreclose out the junior lien. Tothe extent these factors present a risk to the timely or ultimate repayment of the underlying mortgage loan, they alsopresent a risk to the timely or ultimate repayment of the related TEL.

The Type of Borrower May Entail Risk. Mortgage loans made to partnerships, corporations or other entitiesmay entail risks of loss from delinquency and foreclosure that are greater than those of mortgage loans made toindividuals. The borrower’s sophistication and form of organization may increase the likelihood of protractedlitigation or bankruptcy in default situations.

54

A number of the underlying borrowers are partnerships. The bankruptcy of the general partner in a partnershipmay result in the dissolution of the partnership. The dissolution of an underlying borrower that is a partnership, thewinding up of its affairs and the distribution of its assets could result in an acceleration of its payment obligationsunder the related underlying mortgage loan.

With respect to all of the underlying mortgage loans, the underlying borrowers’ organizational documents or theterms of the underlying mortgage loans limit the underlying borrowers’ activities to the ownership of only therelated mortgaged real properties and, subject to exceptions, including relating to future subordinate debt secured bythe mortgaged real properties, generally limit the underlying borrowers’ ability to incur additional futureindebtedness other than trade payables and equipment financing relating to the mortgaged real properties in theordinary course of business. These provisions are designed to mitigate the possibility that the underlying borrowers’financial condition would be adversely impacted by factors unrelated to the mortgaged real property and theunderlying mortgage loan. However, we cannot assure you that the underlying borrowers will comply with theserequirements. Also, although an underlying borrower may currently be structured as a single-purpose entity, suchunderlying borrower may have previously owned property other than the mortgaged real property and/or may nothave observed all covenants and conditions which typically are required to view an underlying borrower as a “singlepurpose entity” under standard NRSRO criteria. We cannot assure you that circumstances arising from anunderlying borrower’s failure to observe the required covenants will not impact the underlying borrower or themortgaged real property. In addition, underlying borrowers that are not single-purpose entities structured to limit thepossibility of becoming insolvent or bankrupt may be more likely to become insolvent or subject to a voluntary orinvoluntary bankruptcy proceeding because the underlying borrowers may be operating entities with a businessdistinct from the operation of the mortgaged real property with the associated liabilities and risks of operating anongoing business or individuals that have personal liabilities unrelated to the mortgaged real property. However,any underlying borrower, even a single-purpose entity structured to be bankruptcy-remote, as an owner of realestate, will be subject to certain potential liabilities and risks. We cannot assure you that any underlying borrowerwill not file for bankruptcy protection or that creditors of an underlying borrower or a corporation or individualgeneral partner or managing member of an underlying borrower will not initiate a bankruptcy or similar proceedingagainst the underlying borrower or corporate or individual general partner or managing member.

None of the underlying borrowers or their owners have an independent director whose consent would berequired to file a voluntary bankruptcy petition on behalf of such underlying borrower. One of the purposes of anindependent director of the underlying borrower (or of a single purpose entity having an interest in the underlyingborrower) is to avoid a bankruptcy petition filing which is intended solely to benefit an affiliate and is not justifiedby the underlying borrower’s own economic circumstances. Underlying borrowers (and any single purpose entityhaving an interest in any such underlying borrowers) that do not have an independent director may be more likely tofile a voluntary bankruptcy petition and therefore less likely to repay the related underlying mortgage loan. Even inthe case of underlying borrowers with independent directors, we cannot assure you that an underlying borrower willnot file for bankruptcy protection, that creditors of an underlying borrower will not initiate a bankruptcy or similarproceeding against such underlying borrower, or that, if initiated, a bankruptcy case of the underlying borrowercould be dismissed.

Pursuant to Section 364 of the Bankruptcy Code, a bankruptcy court may, under certain circumstances,authorize a debtor to obtain credit after the commencement of a bankruptcy case, secured among other things, bysenior, equal or junior liens on property that is already subject to a lien. In the recent bankruptcy case of GeneralGrowth Properties, the debtors initially sought approval of a debtor-in-possession loan to the corporate parententities guaranteed by the property-level single purpose entities and secured by second liens on their properties.Although the debtor-in-possession loan ultimately did not include these subsidiary guarantees and second liens, wecannot assure you that, in the event of a bankruptcy of a sponsor of an underlying borrower, the sponsor of suchunderlying borrower would not seek approval of a similar debtor-in-possession loan, or that a bankruptcy courtwould not approve a debtor-in-possession loan that included such subsidiary guarantees and second liens on suchsubsidiaries’ properties.

Furthermore, with respect to any affiliated underlying borrowers, creditors of a common parent in bankruptcymay seek to consolidate the assets of those underlying borrowers with those of the parent. Consolidation of theassets of the underlying borrowers would likely have an adverse effect on the funds available to make distributionson the certificates, and may lead to a downgrade, withdrawal or qualification of the rating of the certificates. The

55

bankruptcy of an underlying borrower, or the general partner or the managing member of an underlying borrower,may impair the ability of the lender to enforce its rights and remedies under the related mortgage.


All of the Underlying Mortgage Loans Are Seasoned Loans. All of the underlying mortgage loans, whichwere originated between April 9, 2015 and August 25, 2016, were originated more than 12 months prior to theClosing Date. Appraisals, environmental assessments and property condition assessments were generally obtainedin connection with the origination of the underlying mortgage loans, but were generally not updated in connectionwith this securitization. We cannot assure you that the information in such appraisals, environmental assessmentsand property condition assessments obtained in connection with the origination of the underlying mortgage loansreflects the current condition of, or a reliable estimate of the current condition of, the mortgaged real properties.

Certain of the Underlying Mortgage Loans May Have Land Trust Borrowers. With respect to certain of theunderlying mortgage loans, the related underlying borrower may be the beneficiary of a land trust. If the mortgagedreal property is in a land trust, legal title to the real property will typically be held by a land trustee under a land trustagreement for the benefit of the underlying borrower as beneficiary. At origination of a mortgage loan involving aland trust, the trustee typically mortgages the property to secure the beneficiary’s obligation to make payments onthe mortgage note. The lender’s authority under a mortgage, the trustee’s authority under a deed of trust and thegrantee’s authority under a deed to secure debt are governed by the express provisions of the mortgage, the law ofthe state in which the real property is located and certain federal laws. In addition, certain decisions regarding thereal property may require the consent of the holders of the beneficial interests in the land trust and, in such event,there is a risk that obtaining such consent will be time consuming and cause delays in the event certain actions needto be taken by or on behalf of the underlying borrower or with respect to the real property. At least one statebankruptcy court has held that the doctrine of merger applied to extinguish a land trust where the trustee was theholder of 100% of the beneficiary ownership interest in the trust. Whether a land trust can be a debtor eligible forrelief under the Bankruptcy Code depends on whether the trust constitutes a business trust under the BankruptcyCode. That determination is dependent on the business activity that the trust conducts. We cannot assure you that,given the business activities that the trustee has been authorized to undertake, a bankruptcy court would find that theland trust is ineligible for relief as a debtor under the Bankruptcy Code or that there will not be delays with respectto any actions needed to be taken at the mortgaged real property. To the extent these factors present a risk to thetimely or ultimate repayment of the underlying mortgage loan, they also present a risk to the timely or ultimaterepayment of the related TEL.

Certain of the Underlying Mortgage Loans Lack Customary Provisions. A number of the underlyingmortgage loans lack one or more features that are customary in mortgage loans intended for securitization. Amongother things, the underlying borrowers with respect to those underlying mortgage loans may not be required to havean independent director or to make payments to lockboxes or to maintain reserves for certain expenses, such astaxes, insurance premiums, capital expenditures, tenant improvements and leasing commissions or the requirementsto make such payments may be suspended if the related underlying borrower complies with the terms of the relatedloan documents, or the lenders under such underlying mortgage loans may not have the right to terminate the relatedproperty manager upon the occurrence of certain events or require lender approval of a replacement propertymanager. In addition, although mortgage loans intended to be securitized often have a guarantor with respect tocertain bad acts such as fraud, guarantors may not be required with respect to certain of the underlying mortgageloans. To the extent these factors present a risk to the timely or ultimate repayment of the underlying mortgage loan,they also present a risk to the timely or ultimate repayment of the related TEL.

Some Remedies May Not Be Available Following a Mortgage Loan Default. The underlying mortgage loanscontain, subject to certain exceptions, “due-on-sale” and “due-on-encumbrance” clauses. These clauses permit theholder of an underlying mortgage loan to accelerate the maturity of the underlying mortgage loan if the relatedunderlying borrower sells or otherwise transfers or encumbers the related mortgaged real property or its interest inthe mortgaged real property in violation of the terms of the mortgage. All of the underlying mortgage loans alsoinclude a debt-acceleration clause that permits the related lender to accelerate the debt upon specified monetary ornon-monetary defaults of the underlying borrower.

56

The courts of all states will enforce clauses providing for acceleration in the event of a material paymentdefault. The equity courts of a state, however, may refuse the foreclosure or other sale of a mortgaged real propertyor refuse to permit the acceleration of the indebtedness as a result of a default deemed to be immaterial or if theexercise of these remedies would be inequitable or unjust. See “Description of the TELs and Underlying MortgageLoans—Certain Legal Aspects of the Underlying Mortgage Loans” in this offering circular supplement for adiscussion of certain legal aspects related to states in which mortgaged real properties that secure underlyingmortgage loans that secure TELs collectively representing 10.0% or more of the initial TEL pool balance arelocated.

The related underlying borrower generally may collect rents for so long as there is no default. As a result, theissuing entity’s rights to these rents as payment on the related TEL will be limited because:

• the issuing entity may not have a perfected security interest in the rent payments until the master servicer,special servicer or sub-servicer collects them;

• the master servicer, special servicer or sub-servicer may not be entitled to collect the rent payments withoutcourt action; and

• the bankruptcy of the related underlying borrower could limit the ability of the master servicer, specialservicer or sub-servicer to collect the rents.

Sponsor Defaults on Other Mortgage Loans May Adversely Impact and Impair Recovery on an UnderlyingMortgage Loan and a Related TEL. Principals of the underlying borrowers under certain of the underlyingmortgage loans and/or their affiliates may be subject to defaults with respect to unrelated mortgage loans or, in somecases, with respect to prior mortgage loans that had been secured by real properties currently securing underlyingmortgage loans. For example, with respect to the TELs secured by the underlying mortgage loans that are securedby the mortgaged real properties identified on Exhibit A-1 as “Morh I,” “Peterson Plaza,” “Oak Center I” and“Marcella Manor,” collectively representing 39.1% of the initial TEL pool balance, the sponsor of the underlyingborrower reported at least one prior discounted payoff, default, bankruptcy, foreclosure or deed-in-lieu offoreclosure with respect to the other properties of such sponsor. We cannot assure you that these circumstances willnot have an adverse effect on the liquidity of the sponsors or the underlying borrowers or that such circumstanceswill not adversely affect the sponsors’ or the underlying borrowers’ ability to maintain each related mortgaged realproperty, to pay amounts owed on each related underlying mortgage loan or to refinance each related underlyingmortgage loan. To the extent these factors present a risk to the timely or ultimate repayment of the underlyingmortgage loan, they also present a risk to the timely or ultimate repayment of the related TEL. See “—BorrowerBankruptcy Proceedings Can Delay and Impair Recovery on an Underlying Mortgage Loan” above.

Lending on Income-Producing Real Properties Entails Environmental Risks. Under various federal and statelaws, a current or previous owner or operator of real property may be liable for the costs of cleanup ofenvironmental contamination on, under, at or emanating from, the property. These laws often impose liabilitywhether or not the owner or operator knew of, or was responsible for, the presence of the contamination. The costsof any required cleanup and the owner’s liability for these costs are generally not limited under these laws and couldexceed the value of the property and/or the total assets of the owner. Contamination of a property may give rise to alien on the property to assure the costs of cleanup. An environmental lien may have priority over the lien of anexisting mortgage. In addition, the presence of hazardous or toxic substances, or the failure to properly clean upcontamination on the property, may adversely affect the owner’s or operator’s future ability to refinance theproperty.

Certain environmental laws impose liability for releases of asbestos into the air, and govern the responsibilityfor the removal, encapsulation or disturbance of asbestos-containing materials when the asbestos-containingmaterials are in poor condition or when a property with asbestos-containing materials undergoes renovation ordemolition. Certain laws impose liability for lead-based paint, lead in drinking water, elevated radon gas insidebuildings and releases of polychlorinated biphenyl compounds. Third parties may also seek recovery from owners oroperators of real property for personal injury or property damage associated with exposure to asbestos, lead, radon,polychlorinated biphenyl compounds and any other contaminants.

Pursuant to the federal Comprehensive Environmental Response, Compensation, and Liability Act of 1980, asamended, (“CERCLA”) as well as some other federal and state laws, a secured lender, such as the issuing entity,

57

may be liable as an “owner” or “operator” of the real property, regardless of whether the borrower or a previousowner caused the environmental damage, if—

• prior to foreclosure, agents or employees of the lender participate in the management or operational affairsof the borrower; or

• after foreclosure, the lender fails to seek to divest itself of the facility at the earliest practicablecommercially reasonable time on commercially reasonable terms, taking into account market conditionsand legal and regulatory requirements.

Although the Asset Conservation, Lender Liability, and Deposit Insurance Protection Act of 1996 attempted toclarify the activities in which a lender may engage without becoming subject to liability under CERCLA or underthe underground storage tank provisions of the federal Resource Conservation and Recovery Act, that legislationitself has not been clarified by the courts and has no applicability to other federal laws or to state environmental lawsexcept as may be expressly incorporated. Moreover, future laws, ordinances or regulations could impose materialenvironmental liability.

Federal law requires owners of residential housing constructed prior to 1978 to disclose to potential residents orpurchasers—

• any condition on the property that causes exposure to lead-based paint; and

• the potential hazards to pregnant women and young children, including that the ingestion of lead-basedpaint chips and/or the inhalation of dust particles from lead-based paint by children can cause permanentinjury, even at low levels of exposure.

Property owners may be liable for injuries to their tenants resulting from exposure under various laws thatimpose affirmative obligations on property owners of residential housing containing lead-based paint.

See “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters—EnvironmentalAssessments” in this offering circular supplement for information relating to environmental site assessments (each,an “ESA”) prepared in connection with the origination of the underlying mortgage loans.

Furthermore, any particular environmental testing may not have covered all potential adverse conditions. Forexample, testing for lead-based paint, asbestos-containing materials, lead in water and radon was done only if theuse, age, location and condition of the subject property warranted that testing. In general, testing was done for leadbased paint only in the case of a multifamily property built prior to 1978, for asbestos containing materials only inthe case of a property built prior to 1981 and for radon gas only in the case of a multifamily property located in anarea determined by the Environmental Protection Agency to have a high concentration of radon gas or within a stateor local jurisdiction requiring radon gas testing.

We cannot assure you that—

• the environmental testing or assessments referred to above identified all material adverse environmentalconditions and circumstances at the subject properties;

• the recommendation of the environmental consultant was, in the case of all identified problems, theappropriate action to take; or

• any of the environmental escrows established or letters of credit obtained with respect to any of theunderlying mortgage loans will be sufficient to cover the recommended remediation or other action.


Risks Relating to Floating Rate Mortgage Loans. The TEL secured by the underlying mortgage loan that issecured by the mortgaged real property identified on Exhibit A-1 as “Peterson Plaza,” representing 7.7% of theinitial TEL pool balance, bears interest at a floating rate based on SIFMA, which adjusts on a weekly basis.Accordingly, debt service for such TEL and underlying mortgage loan will generally increase as interest rates rise.

58

In contrast, rental income and other income from such mortgaged real property is not expected to rise assignificantly as interest rates rise. Accordingly, the debt service coverage ratio of such TEL and underlyingmortgage loan will generally be adversely affected by rising interest rates, and the underlying borrower’s ability tomake all payments due on such TEL and underlying mortgage loans may be adversely affected. We cannot assureyou that the related underlying borrower will be able to make all payments due on such underlying mortgage loan ifthe mortgage interest rates rise or remain at increased levels for an extended period of time.

Such underlying mortgage loan has the benefit of an Interest Rate Cap Agreement that is currently in place.Interest rate cap agreements obligate a third-party to pay the applicable underlying borrower an amount equal to theamount by which SIFMA exceeds the specified cap strike rate multiplied by a notional amount at least equal to theprincipal balance of the related underlying mortgage loan. Interest rate cap agreements are intended to provideunderlying borrowers with some of the income needed to pay a portion of the interest due on the related underlyingmortgage loan. We cannot assure you that the interest rate cap provider for any Interest Rate Cap Agreement willhave sufficient assets or otherwise be able to fulfill its obligations under the related Interest Rate Cap Agreement.The failure of an interest rate cap provider to fulfill its obligations under an Interest Rate Cap Agreement duringperiods of higher levels of SIFMA could result in the inability of an underlying borrower to pay its required debtservice on an underlying mortgage loan. See “Description of the TELS and Underlying Mortgage Loans—CertainTerms and Conditions of the TELs and Underlying Mortgage Loans—Mortgage Interest Rates; Calculations ofInterest” in this offering circular supplement.

We cannot assure you that the related underlying borrower will be able to obtain a new interest rate capagreement when it is obligated to do so, nor can we assure you that the terms of any such new interest rate capagreement will be similar to the terms of the existing Interest Rate Cap Agreement. The inability of an underlyingborrower to obtain a new interest rate cap agreement on similar terms may result in the inability of an underlyingborrower to pay its required debt service on an underlying mortgage loan. To the extent these factors present a riskto the timely or ultimate repayment of the underlying mortgage loan, they also present a risk to the timely orultimate repayment of the related TEL.

Appraisals and Market Studies May Inaccurately Reflect the Current or Prospective Value of the MortgagedReal Properties. In connection with the origination of each of the underlying mortgage loans, the related mortgagedreal property was appraised by an independent appraiser. The appraisal valuations provide “as-is” values as of thedates set forth on Exhibit A-1, except as described in Exhibit A-1 and/or the related footnotes as to any mortgagedreal property with an “as-stabilized” value, which value is estimated assuming satisfaction of projected re-tenantingor increased tenant occupancy conditions, or with an “as-proposed” value, an “as-renovated” value, or an “as-rehabbed” value, each of which values is estimated assuming certain renovations are completed. The appraisalsreflect market conditions as of the date of the appraisal valuations and may not reflect current or prospective valuesof the related mortgaged real properties. Additionally, with respect to any appraisals setting forth stabilizationassumptions as to prospective values, we cannot assure you that such assumptions are or will be accurate or that theprospective values upon stabilization will be attained. We have not confirmed the values of the respectivemortgaged real properties in the appraisals.

Appraisals are not guarantees, and may not be fully indicative of present or future value because—

• they represent the analysis and opinion of the appraiser at the time the appraisal is conducted and the valueof the mortgaged real property may have fluctuated since the appraisal was performed;

• we cannot assure you that another appraiser would not have arrived at a different valuation, even if theappraiser used the same general approach to, and the same method of, appraising the mortgaged realproperty;

• appraisals seek to establish the amount a typically motivated buyer would pay a typically motivated sellerand therefore, could be significantly higher than the amount obtained from the sale of a mortgaged realproperty under a distress or liquidation sale; and

• appraisal valuations may be based on certain adjustments, assumptions and/or estimates, as furtherdescribed under “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters—Appraisals and Market Studies” in this offering circular supplement.

59

Property Managers and Underlying Borrowers May Each Experience Conflicts of Interest in ManagingMultiple Properties. In the case of many of the underlying mortgage loans, the related property managers andunderlying borrowers may experience conflicts of interest in the management and/or ownership of the relatedmortgaged real properties because—

• a number of those mortgaged real properties are managed by property managers affiliated with therespective underlying borrowers;

• the property managers also may manage additional properties, including properties that may compete withthose mortgaged real properties; and

• affiliates of the property managers and/or the underlying borrowers, or the property managers and/or theunderlying borrowers themselves, also may own other properties, including properties that may competewith those mortgaged real properties.


The Master Servicer, the Special Servicer and any Sub-Servicers May Experience Conflicts of Interest. In theordinary course of their businesses the master servicer, the special servicer and any sub-servicers will service loansother than those included in the issuing entity. In addition, they may own other mortgage loans. These other loansmay be similar to the underlying mortgage loans. The mortgaged real properties securing these other loans may—

• be in the same markets as mortgaged real properties securing the underlying mortgage loans;

• have owners and/or property managers in common with mortgaged real properties securing the underlyingmortgage loans; and/or

• be sponsored by parties that also sponsor mortgaged real properties securing the underlying mortgageloans.

In these cases, the interests of the master servicer, the special servicer or a sub-servicer, as applicable, and itsother clients may differ from and compete with the interests of the issuing entity and these activities may adverselyaffect the amount and timing of collections on the underlying mortgage loans, and therefore the TELs. Under thePooling Agreement, the master servicer, the special servicer and any sub-servicers are each required to service theunderlying mortgage loans for which it is responsible in accordance with the Servicing Standard.

The Pooling Agreement provides that in certain circumstances the Approved Directing Certificateholder (if any)may, at its own expense, request that the Directing Certificateholder Servicing Consultant (which may be the specialservicer) prepare and deliver a recommendation relating to a waiver of any “due-on-sale” or “due-on-encumbrance”clause or a requested consent to certain modifications, waivers or amendments for certain non-Specially ServicedMortgage Loans. In making a recommendation in response to such a request, the Directing CertificateholderServicing Consultant will not be subject to the Servicing Standard and will have no duty or liability to anycertificateholder other than such Approved Directing Certificateholder. In addition, because the DirectingCertificateholder Servicing Consultant may have arranged to be compensated by such Approved DirectingCertificateholder in connection with such matters as to which it is making a recommendation, its interests mayconflict with the interests of other certificateholders.

In addition, the master servicer, the special servicer and any sub-servicer, or one or more of their respectiveaffiliates, may have originated some of the underlying mortgage loans. As a result, the master servicer, the specialservicer or any sub-servicer may have interests with respect to such underlying mortgage loans, such as relationshipswith the underlying borrowers or the sponsors of the underlying borrowers, that differ from, and may conflict with,your interests.

In addition, the Pooling Agreement provides that the master servicer, the Directing Certificateholder ServicingConsultant and any sub-servicer may consult with Freddie Mac (in its capacity as servicing consultant) with respectto the application of Freddie Mac Servicing Practices to any matters related to non-Specially Serviced MortgageLoans, but the Directing Certificateholder Servicing Consultant will not be bound by any such consultation. See“The Pooling Agreement—Servicing Under the Pooling Agreement” in this offering circular supplement. Any

60

advice provided by Freddie Mac (in its capacity as servicing consultant) in connection with any such consultationmay conflict with the interests of one or more classes of certificateholders.

Under certain circumstances, the Pooling Agreement will require that the special servicer promptly resign asspecial servicer of any related Affiliated Borrower Special Servicer Loan and provides for the appointment of asuccessor Affiliated Borrower Special Servicer to act as the special servicer with respect to any such AffiliatedBorrower Special Servicer Loan. See “The Pooling Agreement—Resignation, Removal and Replacement ofServicers; Transfer of Servicing Duties—Resignation of the Master Servicer or the Special Servicer” and “ThePooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties—Removalof the Master Servicer, the Special Servicer and any Sub-Servicer” in this offering circular supplement.

If the Master Servicer, any Sub-Servicer or the Special Servicer Purchases Certificates, a Conflict of InterestCould Arise Between Their Duties and Their Interests in the Certificates. The master servicer, any sub-servicerand/or the special servicer or an affiliate of any of them may purchase or retain any class of certificates. Theownership of any certificates by the master servicer, any sub-servicer and/or the special servicer could cause aconflict between its duties under the Pooling Agreement or the applicable Sub-Servicing Agreement and its interestas a holder of a certificate, especially to the extent that certain actions or events have a disproportionate effect onone or more classes of certificates. However, under the Pooling Agreement and any applicable Sub-ServicingAgreement, the master servicer, any sub-servicer and the special servicer are each required to service the TELs andthe related underlying mortgage loans in accordance with the Servicing Standard.

Potential Conflicts of Interest in the Selection and Servicing of the Underlying Mortgage Loans. Theanticipated initial investor in the class B certificates (the “B-Piece Buyer”) was given the opportunity by thedepositor to perform due diligence on the TELs and the related underlying mortgage loans originally identified bythe depositor for inclusion in the issuing entity, and to request the removal, re-sizing or change other features ofsome or all of the TELs and the related underlying mortgage loans, or request the addition of other loans forinclusion in the issuing entity. The B-Piece Buyer was and is acting solely for its own benefit with regard to its duediligence and any adjustment of the underlying mortgage loans securing the TELs and has no obligation or liabilityto any other party. You are not entitled to, and should not, rely in any way on the B-Piece Buyer’s acceptance ofany TELs. The inclusion of any TELs included in the issuing entity is not an indication of the B-Piece Buyer’sanalysis of that TEL or the related underlying mortgage loan nor can it be taken as any endorsement of the TEL orthe related underlying mortgage loan by the B-Piece Buyer. In addition, a special servicer (whether the initialspecial servicer or a successor special servicer) may enter into one or more arrangements with the B-Piece Buyer,the directing certificateholder or any other person (or any affiliate or a third-party representative of any of them) toprovide for a discount and/or revenue sharing with respect to certain of the special servicer compensation (other thanthe special servicing fee and special servicer surveillance fee) in consideration of, among other things, theappointment or continued service of the special servicer under the Pooling Agreement and the establishment oflimitations on the right of such person to replace the special servicer. Each of these relationships should beconsidered carefully by you before you invest in any certificates.

We cannot assure you that you or another investor would have made the same requests to modify the TELs poolas the B-Piece Buyer or that the final TELs pool as influenced by the B-Piece Buyer’s feedback will not adverselyaffect the performance of the certificates generally or benefit the performance of the B-Piece Buyer’s certificates.Because of the differing subordination levels and pass-through rates, and because only the offered certificates areguaranteed by Freddie Mac, the B-Piece Buyer’s interests may, in some circumstances, differ from those ofpurchasers of the offered certificates, and the B-Piece Buyer may desire a portfolio composition that benefits the B-Piece Buyer but that does not benefit other investors. In addition, the B-Piece Buyer may enter into hedging or othertransactions or otherwise have business objectives that could cause its interests with respect to the mortgage pool todiverge from those of other purchasers of the certificates.

Upon the occurrence and during the continuance of any Affiliated Borrower Loan Event with respect to the B-Piece Buyer (if the B-Piece Buyer is the directing certificateholder) and any underlying mortgage loan, any right ofthe B-Piece Buyer to (i) approve and consent to certain actions with respect to such underlying mortgage loan, (ii) ifprovided in the loan documents, purchase such underlying mortgage loan from the related Governmental Authorityat a specified price, and (iii) access certain information and reports regarding such underlying mortgage loan will berestricted as described in “The Pooling Agreement—Realization Upon Mortgage Loans—Directing

61

Certificateholder” and “The Pooling Agreement—Realization Upon Mortgage Loans—Asset Status Report” in thisoffering circular supplement.

Because the incentives and actions of the B-Piece Buyer may, in some circumstances, differ from or be adverseto those of purchasers of other classes of certificates, you are strongly encouraged to make your own investmentdecision based on a careful review of the information set forth in this offering circular supplement and your ownview of the underlying mortgage loans.

The Master Servicer and the Special Servicer Will Be Required to Service Certain TELs and UnderlyingMortgage Loans in Accordance with Freddie Mac Servicing Practices, Which May Limit the Ability of theMaster Servicer and the Special Servicer to Make Certain Servicing Decisions. The master servicer and the specialservicer will be required to service the TELs and underlying mortgage loans in accordance with (i) any and allapplicable laws, (ii) the express terms of the Pooling Agreement, (iii) the express terms of the respective TELs andunderlying mortgage loans and any applicable intercreditor, co-lender or similar agreements and (iv) to the extentconsistent with clauses (i), (ii) and (iii), the Servicing Standard, as further described in “The Pooling Agreement—Servicing Under the Pooling Agreement.” In the case of TELs and underlying mortgage loans other than REOLoans, REO Properties and Specially Serviced Mortgage Loans, the Servicing Standard requires the master servicerto follow Freddie Mac Servicing Practices. Freddie Mac Servicing Practices require servicing and administering theTELs and underlying mortgage loans and/or REO Properties in the same manner in which, and with the same care,skill, prudence and diligence with which, Freddie Mac services and administers multifamily mortgage loans ownedby Freddie Mac. This includes servicing and administering in accordance with the Freddie Mac MultifamilySeller/Servicer Guide (or any successor to the Guide). The Guide comprises Freddie Mac’s servicing guidelines forits multifamily commercial mortgage loans and Freddie Mac may modify the Guide and any policies or proceduresat any time. Freddie Mac Servicing Practices also includes servicing and administering in accordance with anywritten Freddie Mac policies, procedures or other written communications made available in writing by Freddie Macto the master servicer, any sub-servicer or the Directing Certificateholder Servicing Consultant, as applicable,including written communications from Freddie Mac as servicing consultant pursuant to the Pooling Agreement.The master servicer, the Directing Certificateholder Servicing Consultant and any sub-servicer are permitted toconsult with Freddie Mac regarding the application of Freddie Mac Servicing Practices to any matters related tonon-Specially Serviced Mortgage Loans. The servicing consultant may contact the related Governmental Authorityor underlying borrower to request any necessary documentation from such Governmental Authority or underlyingborrower in order to provide consultation to the master servicer, any sub-servicer or the Directing CertificateholderServicing Consultant with respect to the proper application of Freddie Mac Servicing Practices. We cannot assureyou that the requirement to follow Freddie Mac Servicing Practices in certain circumstances, or consultationsbetween the master servicer, the Directing Certificateholder Servicing Consultant or any sub-servicer and FreddieMac regarding the application of Freddie Mac Servicing Practices will not limit the master servicer’s or any sub-servicer’s ability to make certain servicing decisions.

Some of the Mortgaged Real Properties Are Legal Nonconforming Uses or Legal NonconformingStructures. Some of the underlying mortgage loans may be secured by a mortgaged real property that is a legalnonconforming use or a legal nonconforming structure. This may impair the ability of the related underlyingborrower to restore the improvements on a mortgaged real property to its current form or use following a majorcasualty. See “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters—Zoning andBuilding Code Compliance” in this offering circular supplement. To the extent these factors present a risk to thetimely or ultimate repayment of the underlying mortgage loan, they also present a risk to the timely or ultimaterepayment of the related TEL.

Changes in Zoning Laws May Affect Ability to Repair or Restore a Mortgaged Real Property. Due to changesin applicable building and zoning ordinances and codes that may affect some of the mortgaged real properties thatsecure the underlying mortgage loans, which changes may have occurred after the construction of the improvementson these properties, the mortgaged real properties may not comply fully with current zoning laws because of:

• density;

• use;

• parking;

62

• set-back requirements; or

• other building related conditions.

These ordinance and/or code changes are not expected to materially interfere with the current use of themortgaged real properties, and the depositor will represent that any instances of non-compliance will not materiallyand adversely affect the value of the related mortgaged real property. However, these changes may limit the abilityof the related underlying borrower to rebuild the premises “as is” in the event of a substantial casualty loss, which inturn may adversely affect the ability of the underlying borrower to meet its mortgage loan obligations from cashflow. With some exceptions, the underlying mortgage loans secured by mortgaged real properties which no longerconform to current zoning ordinances and codes will require, or contain provisions under which the lender in itsreasonable discretion may require, the underlying borrower to maintain “ordinance and law” coverage which,subject to the terms and conditions of such coverage, will insure the increased cost of construction to comply withcurrent zoning ordinances and codes. Insurance proceeds may not be sufficient to pay off the related underlyingmortgage loan in full. In addition, if the mortgaged real property were to be repaired or restored in conformity withthen current law, its value could be less than the remaining balance on the underlying mortgage loan and it mayproduce less revenue than before repair or restoration.

In addition, with respect to certain of the underlying mortgage loans, including certain underlying mortgageloans that are identified on Exhibit C-2, the related mortgaged real properties may be non-conforming as to setbacks,parking and/or density, and in some cases ordinance and law insurance coverage may be in amounts less thangenerally required at origination of mortgage loans secured by similar properties.


Lending on Income-Producing Properties Entails Risks Related to Property Condition. With respect to all ofthe mortgaged real properties, a third-party engineering firm inspected the property to assess exterior walls, roofing,interior construction, mechanical and electrical systems and general condition of the site, buildings and otherimprovements located at each of the mortgaged real properties.

We cannot assure you that all conditions at the mortgaged real properties requiring repair or replacement havebeen identified in these inspections, or that all building code and other legal compliance issues have been identifiedthrough inspection or otherwise, or, if identified, have been adequately addressed by escrows or otherwise.Furthermore, the condition of the mortgaged real properties may have changed since the origination of the relatedunderlying mortgage loans. Finally, with respect to certain mortgaged real properties, the loan documents mayrequire the related underlying borrower to make certain repairs or replacements on the improvements on themortgaged real property within certain time periods. Some of these required repairs or replacements may be inprogress as of the date of this offering circular supplement, and we cannot assure you that the related underlyingborrowers will complete any such required repairs or replacements in a timely manner or in accordance with therequirements set forth in the loan documents. We cannot assure you that these circumstances will not adverselyimpact operations at or the value of the related mortgaged real properties. To the extent these factors present a riskto the timely or ultimate repayment of the underlying mortgage loan, they also present a risk to the timely orultimate repayment of the related TEL. See “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters—Property Condition Assessments” in this offering circular supplement.

World Events and Natural Disasters Could Have an Adverse Impact on the Mortgaged Real PropertiesSecuring the Underlying Mortgage Loans and Consequently Could Reduce the Cash Flow Available to MakePayments on the Offered Certificates. The economic impact of the United States’ military operations in variousparts of the world, as well as the possibility of any terrorist attacks domestically or abroad, is uncertain, but couldhave a material adverse effect on general economic conditions, consumer confidence, and market liquidity. Wecannot assure you as to the effect of these events or other world events on consumer confidence and the performanceof the underlying mortgage loans. Any adverse impact resulting from these events could ultimately be borne by theholders of one or more classes of certificates.

In addition, natural disasters, including earthquakes, floods and hurricanes, also may adversely affect themortgaged real properties securing the underlying mortgage loans that back the offered certificates. For example,real properties located in California may be more susceptible to certain hazards (such as earthquakes or widespread

63

fires) than properties in other parts of the country and mortgaged real properties located in coastal states generallymay be more susceptible to hurricanes than properties in other parts of the country. Hurricanes and relatedwindstorms, floods, tornadoes and oil spills have caused extensive and catastrophic physical damage in and tocoastal and inland areas located in the eastern, mid-Atlantic and Gulf Coast regions of the United States and certainother parts of the eastern and southeastern United States. The underlying mortgage loans do not all require themaintenance of flood insurance for the related mortgaged real properties. We cannot assure you that any damagecaused by hurricanes, windstorms, floods, tornadoes or oil spills would be covered by insurance.

Special Hazard Losses May Cause You to Suffer Losses on the Offered Certificates. In general, the standardform of fire and extended coverage policy covers physical damage to or destruction of the improvements of aproperty by fire, lightning, explosion, smoke, windstorm and hail, and riot, strike and civil commotion, subject to theconditions and exclusions specified in the related policy. Most insurance policies typically do not cover any physicaldamage resulting from, among other things—

• war;

• nuclear, biological or chemical materials;

• revolution;

• governmental actions;

• floods and other water-related causes;

• earth movement, including earthquakes, landslides and mudflows;

• wet or dry rot;

• vermin; and

• domestic animals.

Unless the related loan documents specifically require (and such provisions were not waived) the underlyingborrower to insure against physical damage arising from these causes, then any losses resulting from these causesmay be borne by you as a holder of offered certificates.

If the related loan documents do not expressly require a particular type of insurance but permit the mortgagee torequire such other insurance as is reasonable, the related underlying borrower may challenge whether maintainingthat type of insurance is reasonable in light of all the circumstances, including the cost. The master servicer’s effortsto require such insurance may be further impeded if the applicable Originator did not require the subject underlyingborrower to maintain such insurance regardless of the terms of the related loan documents.

There is also a possibility of casualty losses on a real property for which insurance proceeds, together with landvalue, may not be adequate to pay the underlying mortgage loan in full or rebuild the improvements. Consequently,we cannot assure you that each casualty loss incurred with respect to a mortgaged real property securing one of theunderlying mortgage loans will be fully covered by insurance or that the underlying mortgage loan will be fullyrepaid in the event of a casualty. Any loss incurred on an underlying mortgage loan would be similarly incurred inan identical amount on the related TEL.

Furthermore, various forms of insurance maintained with respect to any of the mortgaged real properties for theunderlying mortgage loans, including casualty insurance, may be provided under a blanket insurance policy. Thatblanket insurance policy will also cover other real properties, some of which may not secure underlying mortgageloans. As a result of total limits under any of those blanket policies, losses at other properties covered by the blanketinsurance policy may reduce the amount of insurance coverage with respect to a property securing one of theunderlying mortgage loans, thereby similarly reducing the amount recoverable on the related TEL.

We cannot assure you regarding the extent to which the mortgaged real properties securing the underlyingmortgage loans will be insured against earthquake risks. With respect to the TELs secured by the underlyingmortgage loans that are secured by the mortgaged real properties identified on Exhibit A-1 as “Morh I,” “OakCenter I,” “Plaza Townhomes” and “Ethan Terrace Apartments,” collectively representing 30.0% of the initial TELpool balance, each such mortgaged real property is partially or fully located in seismic zones 3 or 4 or a geographic

64

location with a horizontal peak ground acceleration equal to or greater than 0.15g and a seismic assessment wasperformed to assess the scenario expected loss or probable maximum loss. Earthquake insurance was not requiredwith respect to the mortgaged real properties located in seismic zones 3 or 4 or a geographic location with ahorizontal peak ground acceleration equal to or greater than 0.15g for which a scenario expected loss assessment ora probable maximum loss assessment was performed because the scenario expected loss or probable maximum lossfor each of those mortgaged real properties is less than or equal to 20% of the amount of the replacement cost of theimprovements. See “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions ofthe TELs and Underlying Mortgage Loans—Property Damage, Liability and Other Insurance” in this offeringcircular supplement.

The Absence or Inadequacy of Terrorism Insurance Coverage on the Mortgaged Real Properties MayAdversely Affect Payments on the Certificates. Following the September 11, 2001 terrorist attacks in the New YorkCity area and Washington, D.C. area, many insurance companies eliminated coverage for acts of terrorism fromtheir policies. Without assurance that they could secure financial backup for this potentially uninsurable risk,availability in the insurance market for this type of coverage, especially in major metropolitan areas, became eitherunavailable, or was offered with very restrictive limits and terms, with prohibitive premiums being requested. Inorder to provide a market for such insurance, the Terrorism Risk Insurance Act of 2002 was enacted onNovember 26, 2002, establishing the “Terrorism Risk Insurance Program.” The Terrorism Risk Insurance Programwas extended through December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007and was subsequently reauthorized on January 12, 2015 for a period of six years through December 31, 2020pursuant to the Terrorism Risk Insurance Program Reauthorization Act of 2015.

Under the Terrorism Risk Insurance Program, the federal government shares in the risk of losses occurringwithin the United States resulting from acts committed in an effort to influence or coerce United States civilians orthe United States government. The federal share of compensation for insured losses of an insurer will be equal to83% in 2017 (subject to annual decreases of 1% thereafter until equal to 80%) of the portion of such insured lossesthat exceed a deductible equal to 20% of the value of the insurer’s direct earned premiums over the calendar yearimmediately preceding that program year. Federal compensation in any program year is capped at $100 billion(with insurers being liable for any amount that exceeds such cap), and no compensation is payable with respect to aterrorist act unless the aggregate industry losses relating to such act exceed $140 million in 2017 (subject to annualincreases of $20 million thereafter until equal to $200 million).

The Terrorism Risk Insurance Program does not cover nuclear, biological, chemical or radiological attacks.Unless underlying borrowers obtain separate coverage for events that do not meet the thresholds or otherrequirements above, such events would not be covered.

If the Terrorism Risk Insurance Program is not reenacted after its expiration in 2020, premiums for terrorisminsurance coverage will likely increase and the terms of such insurance policies may be materially amended toincrease stated exclusions or to otherwise effectively decrease the scope of coverage available. We cannot assureyou that the Terrorism Risk Insurance Program will create any long term changes in the availability and cost ofinsuring terrorism risks. In addition, we cannot assure you that terrorism insurance or the Terrorism Risk InsuranceProgram will be available or provide sufficient protection against risks of loss on the mortgaged real propertiesresulting from acts of terrorism.

The applicable Governmental Authority required the related underlying borrower to obtain terrorism insurancewith respect to each of the underlying mortgage loans, the cost of which, in some cases, may be subject to amaximum amount as set forth in the related loan documents. The master servicer will not be obligated to require anyunderlying borrower to obtain or maintain terrorism insurance in excess of the amounts of coverage and deductiblesrequired by the loan documents. The master servicer will not be required to declare a default under an underlyingmortgage loan if the related underlying borrower fails to maintain insurance with respect to acts of terrorism, and themaster servicer need not maintain (or require the underlying borrower to obtain) such insurance, if certain conditionsare met, as described under “Description of the TELs and Underlying Mortgage Loans—Certain Terms andConditions of the TELs and Underlying Mortgage Loans—Property Damage, Liability and Other Insurance” in thisoffering circular supplement.

The loan documents may permit the lender to temporarily suspend, cap or otherwise limit the requirement thatthe underlying borrower maintain insurance against acts of terrorism for a period not longer than one year, which

65

suspension, waiver or cap may be renewed by the lender in one year increments, if insurance against acts ofterrorism is not available at commercially reasonable rates and such hazards are not at the time commonly insuredagainst for properties similar to the related mortgaged real property and located in and around the region where themortgaged real property is located.

We cannot assure you regarding the extent to which the mortgaged real properties securing the underlyingmortgage loans will be insured against acts of terrorism.

If any mortgaged real property securing an underlying mortgage loan sustains damage as a result of anuninsured terrorist or similar act, a default on such underlying mortgage loan may result, and such damagedmortgaged real property may not provide adequate collateral to satisfy all amounts owing under such underlyingmortgage loan, and therefore the related TEL. This could result in losses on some classes of certificates, subject tothe Freddie Mac Guarantee.

If an underlying borrower is required, under the circumstances described above, to maintain insurance coveragewith respect to terrorist or similar acts, the underlying borrower may incur higher costs for insurance premiums inobtaining that coverage which would have an adverse effect on the net cash flow of the related mortgaged realproperty.

The Absence or Inadequacy of Earthquake, Flood and Other Insurance May Adversely Affect Payments onthe Certificates. The mortgaged real properties may suffer casualty losses due to risks that are not covered byinsurance or for which insurance coverage is inadequate. In addition, certain of the mortgaged real properties arelocated in regions that have historically been at greater risk regarding acts of nature (such as hurricanes, floods andearthquakes) than other regions, as applicable. There is no assurance that underlying borrowers under the underlyingmortgage loans will be able to maintain adequate insurance. Moreover, if reconstruction or any major repairs arerequired, changes in laws may materially affect the underlying borrower’s ability to effect such reconstruction ormajor repairs or may materially increase the costs of reconstruction and repair. As a result of any of these factors,the amount available to make distributions on the offered certificates could be reduced.

Compliance with Americans with Disabilities Act May Result in Additional Costs to Underlying Borrowers.Under the Americans with Disabilities Act of 1990, as amended (the “ADA”), all existing facilities considered to be“public accommodations” are required to meet certain federal requirements related to access and use by disabledpersons such that the related underlying borrower is required to take steps to remove architectural andcommunication barriers that are deemed “readily achievable” under the ADA. Factors to be considered indetermining whether or not an action is “readily achievable” include the nature and cost of the action, the number ofpersons employed at the related mortgaged real property and the financial resources of the underlying borrower. Tothe extent a mortgaged real property securing an underlying mortgage loan does not comply with the ADA, theunderlying borrower may be required to incur costs to comply with this law. We cannot assure you that theunderlying borrower will have the resources to comply with the requirements imposed by the ADA, which couldresult in the imposition of fines by the federal government or an award of damages to private litigants. To the extentthese factors present a risk to the timely or ultimate repayment of the underlying mortgage loan, they also present arisk to the timely or ultimate repayment of the related TEL.

Limited Information Causes Uncertainty. Certain of the underlying mortgage loans are loans that were made toenable the related underlying borrower to acquire the related mortgaged real property. Accordingly, for certain ofthese underlying mortgage loans limited or no historical operating information is available with respect to the relatedmortgaged real property. As a result, you may find it difficult to analyze the historical performance of thoseproperties. To the extent these factors present a risk to the timely or ultimate repayment of the underlying mortgageloan, they also present a risk to the timely or ultimate repayment of the related TEL.

Litigation May Adversely Affect Property Performance. There may be pending or, from time to time,threatened legal proceedings against the underlying borrowers, the property managers and their respective affiliates,arising out of the ordinary business of those underlying borrowers, property managers and affiliates. See“Description of the TELs and Underlying Mortgage Loans—Additional Loan and Property Information—Litigation” in this offering circular supplement for additional information relating to such pending or threatenedlitigation. We cannot assure you that litigation will not adversely impact operations at or the value of the applicablemortgaged real properties or the related TELs or will not have a material adverse effect on your investment. See “—

66

Master Servicer and Special Servicer May Be Directed to Take Actions. In connection with the servicing ofSpecially Serviced Mortgage Loans by the special servicer and the servicing of non-Specially Serviced MortgageLoans by the master servicer, the master servicer or the special servicer may, at the direction of the ApprovedDirecting Certificateholder (if any), take actions with respect to such loans that could adversely affect the holders ofsome or all of the classes of certificates. The Approved Directing Certificateholder (if any) may have interests thatconflict with those of certain certificateholders. As a result, it is possible that the Approved DirectingCertificateholder (if any) may direct the master servicer or the special servicer to take actions that conflict with theinterests of certain classes of certificates. However, the master servicer and the special servicer are not permitted totake actions that are prohibited by law or violate the Servicing Standard or the terms of the loan documents.

We May Become Subject to Receivership Laws That May Affect the Issuing Entity’s Ownership of theUnderlying Mortgage Loans. In the event of the receivership of Freddie Mac, it is possible the issuing entity’s rightto payment resulting from ownership of the TELs could be challenged, and if such challenge were successful, delaysor reductions in payments on the certificates could occur. See “—Risks Relating to the Depositor and Guarantor”below and “Description of the Depositor and Guarantor” in this offering circular supplement.

One Action Rules May Limit Remedies. Several states, including California, have laws that prohibit more thanone “judicial action” to enforce a mortgage obligation, and some courts have construed the term “judicial action”broadly. Accordingly, the special servicer is required to obtain advice of counsel prior to enforcing any of theissuing entity’s legal rights under any of the underlying mortgage loans that are secured by mortgaged realproperties located where the “one action” rules could be applicable. In the case of an underlying mortgage loan thatis secured by mortgaged real properties located in multiple states, the special servicer may be required to foreclosefirst on properties located in states where the “one action” rules apply, and where non-judicial foreclosure ispermitted, before foreclosing on properties located in states where judicial foreclosure is the only permitted methodof foreclosure.

Tax Considerations Related to Foreclosure. Under the Pooling Agreement, the special servicer, on behalf ofthe issuing entity, among others, may acquire one or more mortgaged real properties pursuant to a foreclosure ordeed-in-lieu of foreclosure. In addition, if the special servicer, on behalf of the issuing entity, among others, were toacquire one or more mortgaged real properties pursuant to a foreclosure or deed-in-lieu of foreclosure, uponacquisition of those mortgaged real properties, it may be required in certain jurisdictions, particularly in Californiaand New York, to pay state or local transfer or excise taxes upon liquidation of such properties. Such state or localtaxes may reduce net proceeds available for distribution to the certificateholders.

Holders of Offered Certificates May Recognize Taxable Income or Gain. In certain circumstances, holders ofOffered Certificates may have income or gain that is treated as taxable income or gain, including with respect toTaxable Guarantor Payments, income from REO Properties and prepayment premiums. See “Certain FederalIncome Tax Consequences” in this offering circular supplement.

Risks Related to the Offered Certificates

Certain Income on the Certificates Will Not be Tax-Exempt. A portion of the interest payments on the class Acertificates may represent Taxable Guarantor Payments. Taxable Guarantor Payments will be treated as received inrespect of a separate contractual arrangement for federal income tax purposes that will be treated as a notionalprincipal contract for federal income tax purposes, and income with respect to such contract will not be treated astax-exempt interest.

Borrower Bankruptcy Proceedings Can Delay and Impair Recovery on an Underlying Mortgage Loan” and “—Sponsor Defaults on Other Mortgage Loans May Adversely Impact and Impair Recovery on an Underlying Mortgage Loan” above.

See “—The Master Servicer, the Special Servicer and any Sub-Servicers May Experience Conflicts of Interest” above and “The Pooling Agreement—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses” and “—Modifications, Waivers, Amendments and Consents” in this offering circular supplement.

67

To the extent holders of certificates receive a portion of any Static Prepayment Premiums or Yield MaintenanceCharges collected in respect of any of the underlying mortgage loans, such amounts will be treated as taxable gainand will not be treated as tax-exempt interest.

See “Certain Federal Income Tax Consequences” in this offering circular supplement.

The Certificates May Lose Their Tax-Exempt Status. The interest on the certificates may be includable ingross income for purposes of federal income taxation retroactive to the date of issuance of the certificates for avariety of reasons. The exclusion from gross income is dependent upon, among other things, compliance by theunderlying borrowers with certain restrictions regarding investment of TEL proceeds and continuing compliance bythe underlying borrowers with any applicable regulatory agreements. Failure of the underlying borrowers to complywith the terms and conditions of the documents relating to the TELs may result in the loss of the tax-exempt statusof the interest on the certificates retroactive to the date of issuance of the certificates. See “Certain Federal IncomeTax Consequences” in this offering circular supplement.

Moreover, we cannot assure you that the present advantageous provisions of the Code, or the rules andregulations thereunder, will not be retroactively adversely amended or modified. Such amendment or modificationcould result in the inclusion in gross income of the interest on the certificates for federal income tax purposes orotherwise eliminate or reduce the benefits of the present advantageous tax treatment of the certificates. There can beno assurance that Congress will not adopt legislation applicable to the certificates, the underlying borrowers or therelated mortgaged real properties, or that the underlying borrowers would be able to comply with any such futurelegislation in a manner necessary to maintain the tax-exempt status of the certificates.

If interest on the certificates becomes included in gross income for federal income tax purposes, the market for,and value of, the certificates would be adversely affected.

The Issuing Entity’s Assets May Be Insufficient to Allow for Repayment in Full on the Offered Certificates.The offered certificates do not represent obligations of any person or entity and do not represent a claim against anyassets other than those of the issuing entity. Other than as described under “Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement, no governmental agency orinstrumentality will guarantee or insure payment on the offered certificates. In addition, neither we nor our affiliatesare responsible for making payments on the offered certificates if collections on the TELs are insufficient. If thecollections on the TELs are insufficient to make payments on the offered certificates, other than as described under“Description of the Certificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement, noother assets will be available to you for payment of the deficiency, and you will bear the resulting loss. Anyadvances made by the master servicer or other party with respect to the underlying mortgage loans are intendedsolely to provide liquidity and not credit support. The party making those advances will have a right toreimbursement, with interest, which is senior to your right to receive payment on the offered certificates.

Credit Support Is Limited and May Not Be Sufficient to Prevent Loss on the Offered Certificates. Any use ofcredit support will be subject to the conditions and limitations described in this offering circular supplement andmay not cover all potential losses or risks.

Although subordination is intended to reduce the risk to holders of senior certificates of delinquent distributionsor ultimate losses, the amount of subordination will be limited and may decline if losses are incurred on the TELs.

The Freddie Mac Guarantee is intended to provide credit enhancement to the offered certificates as described inthis offering circular supplement by increasing the likelihood that holders of the offered certificates will receive(i) timely payments of interest, (ii) payment of principal to holders of the class A certificates on the distribution dateimmediately following the maturity date of each underlying mortgage loan, (iii) reimbursement of Realized Losses(including as a result of Additional Issuing Entity Expenses) allocated to the class A certificates and (iv) ultimatepayment of principal by the Assumed Final Distribution Date to the holders of the class A certificates. If, however,Freddie Mac were to experience significant financial difficulties, or if the Conservator placed Freddie Mac inreceivership and Freddie Mac’s guarantee was repudiated as described in “—Risks Relating to the Depositor andGuarantor” below, the credit enhancement provided by the Freddie Mac Guarantee may be insufficient and theholders of offered certificates may suffer losses as a result of the various contingencies described in this “RiskFactors” section and elsewhere in this offering circular supplement. See “Description of the Certificates—

68

Distributions—Freddie Mac Guarantee” in this offering circular supplement for a detailed description of the FreddieMac Guarantee. The offered certificates are not guaranteed by the United States and do not constitute debts orobligations of the United States or any agency or instrumentality of the United States other than Freddie Mac.

When making an investment decision, you should consider, among other things—

• the distribution priorities of the respective classes of certificates;

• the order in which the outstanding principal balances of the respective classes of certificates withoutstanding principal balances will be reduced in connection with losses and default-related shortfalls(although such shortfalls with respect to the offered certificates will be covered under the Freddie MacGuarantee); and

• the characteristics and quality of the TELs and the related underlying mortgage loans.

The Class X Certificates Provide Credit Support to the Class A Certificates. Because the class X certificatesprovide credit support to the class A certificates with respect to the right to receive interest distributions, anyshortfalls in the Net Interest Collections will result in shortfalls in interest distributions to the class X certificatesbefore they result in shortfalls in interest distributions to the class A certificates. Any such shortfalls to the class Xcertificates will also negatively impact the yield to maturity of the class X certificates (subject to the Freddie MacGuarantee).

The Offered Certificates Have Uncertain Yields to Maturity. The yield on the offered certificates will dependon, among other things—

• the price you pay for the offered certificates; and

• the rate, timing and amount of distributions on the offered certificates.

The rate, timing and amount of distributions on the offered certificates will depend on, among other things—

• the pass-through rate for, and the other payment terms of, the offered certificates;

• the rate and timing of payments and other collections of principal on the TELs;

• the rate and timing of defaults, and the severity of losses, if any, on the TELs;

• the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available fordistribution on the certificates (although such shortfalls with respect to the offered certificates may becovered under the Freddie Mac Guarantee as further described in this offering circular supplement);

• the collection and payment, or waiver, of Static Prepayment Premiums, Yield Maintenance Charges and/orother prepayment premiums with respect to the TELs; and

• servicing decisions with respect to the underlying mortgage loans.

These factors cannot be predicted with any certainty. Accordingly, you may find it difficult to analyze the effectthat these factors might have on the yield to maturity of the offered certificates.

If you purchase class A certificates at a premium, and if payments and other collections of principal on theTELs occur at a rate faster than you anticipated at the time of your purchase, then your actual yield to maturity maybe lower than you had assumed at the time of your purchase. Conversely, if you purchase class A certificates at adiscount, and if payments and other collections of principal on the TELs occur at a rate slower than you anticipatedat the time of your purchase, then your actual yield to maturity may be lower than you had assumed at the time ofyour purchase.

69

If you purchase class X certificates, your yield to maturity will be particularly sensitive to the rate and timing ofprincipal payments on the TELs and the extent to which those amounts are applied to reduce the notional amounts ofthose certificates. Each distribution of principal in reduction of the outstanding principal balance of any of the classA or B certificates will result in a reduction in the notional amount of the class X certificates. Your yield to maturitymay also be adversely affected by—

• the repurchase of any TELs by the depositor in connection with a material breach of a representation andwarranty or a material document defect, as described under “Description of the TELs and UnderlyingMortgage Loans—Cures, Repurchases and Substitutions” in this offering circular supplement;

• the purchase of a Defaulted TEL by the directing certificateholder or the depositor pursuant to its purchaseoption under the Pooling Agreement;

• the purchase of the Defaulted TEL by the holder of any subordinate debt or mezzanine debt pursuant to itspurchase option under the related intercreditor agreement;

• the timing of defaults and liquidations of TELs; and

• the termination of the issuing entity, as described under “The Pooling Agreement—Termination” in thisoffering circular supplement.

In addition, the entitlement to interest of the class X certificates will be reduced, and could be reduced to zero,as a result of (i) an increase in LIBOR, or (ii) with respect to the TEL that bears interest based on SIFMA, anincrease in LIBOR relative to SIFMA, or (iii) as a result of a decrease in the Weighted Average Net Mortgage Pass-Through Rate due to a faster rate of prepayment on the TELs with higher Net Mortgage Interest Rates than theWeighted Average Net Mortgage Pass-Through Rate. Any such reduction will negatively impact the yield tomaturity of the class X certificates and will not be covered under the Freddie Mac Guarantee.

Prior to investing in the class X certificates, you should fully consider the associated risks, including the riskthat an extremely rapid rate of amortization, prepayment or other liquidation of the TELs could result in your failureto recover fully your initial investment. See “Yield and Maturity Considerations—Yield Sensitivity of the Class XCertificates” in this offering circular supplement.

In addition, the amounts payable to the class X certificates will vary with changes in the total outstandingprincipal balance of the Principal Balance Certificates. The class X certificates will be adversely affected ifunderlying mortgage loans, and their related TELs, with relatively high interest rates experience a faster rate ofprincipal payments than underlying mortgage loans, and their related TELs, with relatively low mortgage interestrates.

The yields on the offered certificates with variable or capped pass-through rates could also be adversely affectedif underlying mortgage loans, and their related TELs, with relatively high net mortgage interest rates pay principalfaster than the underlying mortgage loans, and their related TELs, with relatively low net mortgage interest rates.

If an underlying borrower prepays the underlying mortgage loan, the related TEL will also be prepaid.Generally, an underlying borrower is less likely to prepay if prevailing interest rates are at or above the interest rateborne by its mortgage loan. On the other hand, an underlying borrower is more likely to prepay if prevailing ratesfall significantly below the interest rate borne by its mortgage loan. Underlying borrowers are less likely to prepaymortgage loans with lockout periods, Yield Maintenance Charge provisions or Static Prepayment Premiumprovisions, to the extent enforceable, than otherwise identical mortgage loans without these provisions or withshorter lockout periods or with lower or no Yield Maintenance Charges or Static Prepayment Premiums. None of themaster servicer, the special servicer or any sub-servicers will be required to advance and the Freddie Mac Guaranteedoes not cover any Yield Maintenance Charges, Static Prepayment Premiums or other prepayment premiums for theoffered certificates.

Delinquencies on the TELs, if the delinquent amounts are not advanced, may result in shortfalls in distributionsof interest and/or principal to the holders of the offered certificates for the current month (although such shortfallswith respect to the offered certificates may be covered under the Freddie Mac Guarantee). Furthermore, no interestwill accrue on this shortfall during the period of time that the payment is delinquent. Even if losses on the TELs arenot allocated to the class A certificates, the losses may affect the weighted average life and yield to maturity of the

70

class A certificates. Losses on the TELs, even if not allocated to the class A certificates, may result in a higherpercentage ownership interest evidenced by the class A certificates in the remaining TELs than would otherwisehave resulted absent the loss. The consequent effect on the weighted average lives and yields to maturity of theoffered certificates will depend on the characteristics of the remaining TELs. If defaults are material andnon-monetary, the special servicer may still accelerate the maturity of the underlying mortgage loan which couldresult in an acceleration of payments to the certificateholders.

Shortfalls in the Available Distribution Amount resulting from Net Aggregate Prepayment Interest Shortfallswill generally be allocated to all classes of interest-bearing certificates, on a pro rata basis, based on interestaccrued. However, such shortfalls with respect to the offered certificates will be covered under the Freddie MacGuarantee. See “Description of the Certificates—Distributions—Interest Distributions” in this offering circularsupplement.

Provisions requiring prepayment premiums or charges may not be enforceable in some states and under federalbankruptcy law, and may constitute interest for usury purposes. Accordingly, we cannot assure you that theobligation to pay a Yield Maintenance Charge or Static Prepayment Premium will be enforceable or, if enforceable,that the foreclosure proceeds will be sufficient to pay the Yield Maintenance Charge or Static Prepayment Premiumin connection with an involuntary prepayment. In general, Yield Maintenance Charges and Static PrepaymentPremiums will be among the last items payable out of foreclosure proceeds. Additionally, although the collateralsubstitution provisions related to defeasance are not intended to be, and do not have the same effect on thecertificateholders as a prepayment, we cannot assure you that a court would not interpret these provisions asrequiring a Yield Maintenance Charge or Static Prepayment Premium, which may be unenforceable or usuriousunder applicable law.

See “Yield and Maturity Considerations” in this offering circular supplement.

Optional Early Termination of the Issuing Entity May Result in an Adverse Impact on Your Yield or MayResult in a Loss. The certificates will be subject to optional early termination by means of the purchase of the TELsand/or REO Properties in the issuing entity at the time and for the price described in “The Pooling Agreement—Termination” in this offering circular supplement. We cannot assure you that the proceeds from a sale of the TELsand/or REO Properties will be sufficient to distribute the outstanding certificate balance plus accrued interest andany undistributed shortfalls in interest accrued on the certificates that are subject to the termination. Accordingly,the holders of certificates affected by such a termination may suffer an adverse impact on the overall yield on theircertificates, may experience repayment of their investment at an unpredictable and inopportune time or may evenincur a loss on their investment, subject to the Freddie Mac Guarantee in the case of the offered certificates. See“The Pooling Agreement—Termination” in this offering circular supplement.

Commencing Legal Proceedings Against Parties to the Pooling Agreement May Be Difficult. The trusteemay not be required to commence legal proceedings against third parties at the direction of any certificateholdersunless, among other conditions, at least 25% of the voting rights (determined without notionally reducing theoutstanding principal balances of the Principal Balance Certificates by any Appraisal Reduction Amounts)associated with the certificates join in the demand and offer indemnification satisfactory to the trustee. Thosecertificateholders may not commence legal proceedings themselves with respect to the Pooling Agreement or thecertificates unless the trustee has refused to institute proceedings after the conditions described in the proceedingsentence have been satisfied. These provisions may limit your personal ability to enforce the provisions of thePooling Agreement.

The Limited Nature of Ongoing Information May Make It Difficult for You To Resell the Certificates. Theprimary source of ongoing information regarding your certificates, including information regarding the status of therelated TELs, will be the periodic reports delivered by the certificate administrator described under the heading“Description of the Certificates—Reports to Certificateholders and Freddie Mac; Available Information” in thisoffering circular supplement. We cannot assure you that any additional ongoing information regarding yourcertificates will be available through any other source. In addition, the depositor is not aware of any source throughwhich price information about the certificates will be generally available on an ongoing basis. The limited nature ofthe information regarding the certificates may adversely affect the liquidity of the offered certificates, even if asecondary market for the certificates is available. There will have been no secondary market for the certificatesprior to this offering. We cannot assure you that a secondary market will develop or, if it does develop, that it will

71

provide you with liquidity of investment or continue for the lives of the offered certificates. The market value of thecertificates will fluctuate with changes in prevailing rates of interest, a change in the rating of any certificates orother credit related market changes. Consequently, the sale of the certificates in any market that may develop maybe at a discount from the related par value or purchase price.

The Right of the Master Servicer and the Trustee to Receive Interest on Advances, and the Right of theSpecial Servicer to Receive Servicing Compensation, May Result in Additional Losses to the Issuing Entity. Themaster servicer and the trustee will each be entitled to receive interest on unreimbursed advances made by it. Thisinterest will generally accrue from the date on which the related advance is made through the date of reimbursement.In addition, under certain circumstances, including a default by the underlying borrower in the payment of principaland interest on an underlying mortgage loan, that underlying mortgage loan will become specially serviced and thespecial servicer will be entitled to compensation for performing special servicing functions under the PoolingAgreement. The right to receive these distributions of interest and compensation is senior to the rights of holders toreceive distributions on the offered certificates and, consequently, may result in losses being allocated to the offeredcertificates that would not have resulted absent the accrual of this interest.

Insolvency Proceedings with respect to the Master Servicer, the Special Servicer, the Trustee or theCertificate Administrator May Adversely Affect Collections on the TELs and Underlying Mortgage Loans and theAbility to Replace the Master Servicer, the Special Servicer, the Trustee or the Certificate Administrator. Themaster servicer, the special servicer, the trustee or the certificate administrator for the certificates may be eligible tobecome a debtor under the United States Bankruptcy Code or enter into receivership under the Federal DepositInsurance Act or, in the case of Freddie Mac, be placed into receivership by FHFA. Should this occur, although theissuing entity may be entitled to the termination of any such party, such provision may not be enforceable. Anassumption under the Bankruptcy Code of its responsibilities under the Pooling Agreement would require the masterservicer, the special servicer, the trustee or the certificate administrator to cure any of its pre-bankruptcy defaults anddemonstrate that it is able to perform following assumption. The impact of insolvency by an entity governed bystate insolvency law would vary depending on the laws of the particular state. We cannot assure you that abankruptcy or receivership of the master servicer, the special servicer, the trustee or the certificate administratorwould not adversely impact the servicing or administration of the TELs and the related underlying mortgage loans orthat the issuing entity would be entitled to terminate any such party in a timely manner or at all.

If the master servicer, the special servicer, the trustee or the certificate administrator becomes the subject ofbankruptcy, receivership or similar proceedings, claims by the issuing entity to funds in the possession of the masterservicer, the special servicer, the trustee or the certificate administrator at the time of the bankruptcy filing or othersimilar filing may not be perfected due to the circumstances of any bankruptcy or similar proceedings. In this event,funds available to pay principal and interest on the certificates may be delayed or reduced.

Inability to Replace the Master Servicer Could Affect Collections and Recoveries on the TELs. The structureof the master servicing fee and master servicer surveillance fee payable to the master servicer might affect the abilityof the trustee to find a replacement master servicer. Although the trustee is required to replace the master servicer ifthe master servicer is terminated or resigns, if the trustee is unwilling (including for example because the masterservicing fee and master servicer surveillance fee are insufficient) or unable (including for example, because thetrustee does not have the computer systems required to service mortgage loans), it may be necessary to appoint areplacement master servicer. Because the master servicing fee and master servicer surveillance fee are structured asa percentage of the Stated Principal Balance of each TEL, it may be difficult to replace the master servicer at a timewhen the balance of the TELs has been significantly reduced because the fees may be insufficient to cover the costsassociated with servicing the TELs and/or related REO Properties remaining in the mortgage pool. The performanceof the TELs may be negatively impacted, beyond the expected transition period during a servicing transfer, if areplacement master servicer is not retained within a reasonable amount of time.

The Terms of the TELs Will Affect Payments on the Offered Certificates. Each of the TELs will specify theterms on which the related underlying borrower must repay the outstanding principal amount of the loan. The rate,timing and amount of scheduled payments of principal may vary, and may vary significantly, from mortgage loan tomortgage loan. The rate at which the TELs amortize will directly affect the rate at which the principal balance ornotional amount of the offered certificates is paid down or otherwise reduced.

72

In addition, the underlying mortgage loans may permit the related underlying borrower during some of the loanterm to prepay the loan, which would result in a prepayment of the TEL. In general, an underlying borrower will bemore likely to prepay its mortgage loan when it has an economic incentive to do so, such as obtaining a larger loanon the same mortgaged real property or a lower or otherwise more advantageous interest rate through refinancing. Ifan underlying mortgage loan includes some form of prepayment restriction, the likelihood of prepayment shoulddecline. These restrictions may include an absolute or partial prohibition against voluntary prepayments duringsome of the loan term, during which voluntary principal prepayments are prohibited or a requirement that voluntaryprepayments made during a specified period of time be accompanied by a Static Prepayment Premium or YieldMaintenance Charge.

In certain instances, however, there will be no restriction associated with the application of insurance proceedsor condemnation proceeds as a prepayment of principal. See “Description of the TELs and Underlying MortgageLoans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans—Release of Property ThroughDefeasance or Prepayment” in this offering circular supplement.

The Terms of the TELs Do Not Provide Absolute Certainty as Regards the Rate, Timing and Amount ofPayments on the Offered Certificates. The amount, rate and timing of payments and other collections on the TELswill be unpredictable because of possible underlying borrower defaults and prepayments on the TELs and possiblecasualties or condemnations with respect to the mortgaged real properties.

The investment performance of the offered certificates may vary materially and adversely from yourexpectations due to—

• the rate of prepayments and other unscheduled collections of principal on the TELs being faster or slowerthan you anticipated;

• the rate of defaults on the TELs being faster, or the severity of losses on the TELs being greater, than youanticipated;

• the actual net cash flow for the TELs being different than the underwritten net cash flow for the TELs aspresented in this offering circular supplement; or

• the debt service coverage ratios for the TELs as set forth in the related loan documents being different thanthe debt service coverage ratios for the TELs as presented in this offering circular supplement.

The actual yield to you, as a holder of an offered certificate, may not equal the yield you anticipated at the timeof your purchase, and the total return on investment that you expected may not be realized. In deciding whether topurchase any offered certificates, you should make an independent decision as to the appropriate prepayment,default and loss assumptions to be used.

See “Yield and Maturity Considerations” in this offering circular supplement.

Prepayments on the Underlying Mortgage Loans and the TELs Will Affect the Average Lives of the OfferedCertificates; and the Rate and Timing of Those Prepayments May Be Highly Unpredictable. Payments ofprincipal and/or interest on the offered certificates will depend on, among other things, the rate and timing ofpayments on the underlying mortgage loans and the TELs. Prepayments on the underlying mortgage loans and theTELs may result in a faster rate of principal payments on the class A certificates, thereby resulting in a shorteraverage life for the offered certificates than if those prepayments had not occurred. The rate and timing of principalprepayments on pools of mortgage loans is influenced by a variety of economic, demographic, geographic, social,tax and legal factors. Although many of the underlying mortgage loans and the TELs provide for prepaymentlockout periods which cover a substantial portion of the loan terms, prepayments may still occur during such periodsas a result of a casualty or condemnation event. In addition, prepayments may occur in connection with a permittedpartial release of a mortgaged real property. See “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans—Release of Property ThroughDefeasance or Prepayment” in this offering circular supplement.

73

In addition, any repurchase of a TEL by the depositor due to a defect or breach of a representation or warrantywill have the same effect as a prepayment of such TEL. See “Description of the TELs and Underlying MortgageLoans—Cures, Repurchases and Substitutions” in this offering circular supplement.

Accordingly, we cannot predict the rate and timing of principal prepayments on the underlying mortgage loansand the TELs. As a result, repayment of the offered certificates could occur significantly earlier or later, and theaverage lives of the offered certificates could be significantly shorter or longer, than you expected.

The extent to which prepayments on the underlying mortgage loans and the TELs ultimately affect the averagelives of the offered certificates depends on the terms and provisions of the offered certificates. A class of offeredcertificates may entitle the holders to a pro rata share of any prepayments on the TELs, to all or a disproportionatelylarge share of those prepayments, or to none or a disproportionately small share of those prepayments. If you areentitled to a disproportionately large share of any prepayments on the TELs, the offered certificates may be retired atan earlier date. If, however, you are only entitled to a small share of the prepayments on the TELs, the average livesof the offered certificates may be extended. Your entitlement to receive payments, including prepayments, ofprincipal of the TELs may—

• vary based on the occurrence of specified events, such as the retirement of one or more other classes ofcertificates; or

• be subject to various contingencies, such as prepayment and default rates with respect to the TELs.

Potential Conflicts of Interest of the Depositor and the Placement Agents. The depositor and the placementagents and certain of the placement agents’ affiliates own, lease or manage a number of properties other than themortgaged real properties and may acquire additional properties in the future. Such other properties, similar to otherthird-party owned real estate, may compete with the mortgaged real properties for existing and potential tenants. Wecannot assure you that the activities of the depositor, the placement agents or the placement agents’ affiliates withrespect to such other properties will not adversely impact the performance of the mortgaged real properties.

The depositor may also have ongoing relationships with the underlying borrowers under the underlyingmortgage loans. If any of the underlying mortgage loans are refinanced, the depositor may purchase the refinancedloan. The depositor may be influenced by its desire to maintain good ongoing relationships with the underlyingborrowers.

The depositor, the placement agents and the placement agents’ affiliates may benefit from this offering in anumber of ways, some of which may be inconsistent with the interests of certificateholders. The depositor, theplacement agents and certain of the placement agents’ affiliates may benefit from a completed offering of thecertificates because the offering would establish a market precedent and a valuation data point for securities similarto the certificates, thus enhancing the ability of the depositor, the placement agents and certain of the placementagents’ affiliates to conduct similar offerings in the future and permitting them to write up, avoid writing down orotherwise adjust the fair value of the TELs or other similar loans or securities held on their balance sheet.

Each of these relationships should be considered carefully by you before you invest in any of the certificates.

Potential Conflicts of Interest of the Placement Agents and Their Affiliates. We will offer the offeredcertificates to investors through placement agents. The activities of those placement agents and their respectiveaffiliates (collectively, the “Placement Agent Entities”) may result in certain conflicts of interest. The PlacementAgent Entities may retain, or own in the future, classes of certificates and any voting rights of those classes could beexercised by any such Placement Agent Entity in a manner that could adversely impact one or more classes ofcertificates. If that were to occur, that Placement Agent Entity’s interests may not be aligned with the interests ofother holders of the certificates.

The Placement Agent Entities include broker-dealers whose businesses include executing securities andderivative transactions on their own behalf as principals and on behalf of clients. As such, they actively makemarkets in and trade financial instruments for their own accounts and for the accounts of customers. These financialinstruments include debt and equity securities, currencies, commodities, bank loans, indices, baskets and otherproducts. The Placement Agent Entities’ activities include, among other things, executing large block trades andtaking long and short positions directly and indirectly, through derivative instruments or otherwise. The securities

74

and instruments in which the Placement Agent Entities take positions, or expect to take positions, include loanssimilar to the TELs and/or the underlying mortgage loans, securities and instruments similar to the certificates, andother securities and instruments. Market making is an activity where the Placement Agent Entities buy and sell onbehalf of customers, or for their own accounts, to satisfy the expected demand of customers. By its nature, marketmaking involves facilitating transactions among market participants that have differing views of securities andinstruments. As a result, you should expect that the Placement Agent Entities will take positions that areinconsistent with, or adverse to, the investment objectives of investors in one or more classes of the certificates.

As a result of the Placement Agent Entities’ various financial market activities, including acting as a researchprovider, investment advisor, market maker or principal investor, you should expect that personnel in variousbusinesses throughout the Placement Agent Entities will have and express research or investment views and makerecommendations that are inconsistent with, or adverse to, the objectives of investors in one or more classes of thecertificates.

To the extent a Placement Agent Entity makes a market in the certificates (which it is under no obligation todo), it would expect to receive income from the spreads between its bid and offer prices for the certificates. Theprice at which a Placement Agent Entity may be willing to purchase the certificates, if it makes a market, willdepend on market conditions and other relevant factors and may be significantly lower than the issue price for thecertificates and significantly lower than the price at which it may be willing to sell the certificates.

In addition, the Placement Agent Entities will have no obligation to monitor the performance of the certificatesor the actions of the master servicer, the special servicer, the certificate administrator, the trustee, Freddie Mac or thedirecting certificateholder, and will have no authority to advise such parties or to direct their actions. Furthermore,the Placement Agent Entities may have ongoing relationships with, render services to, and engage in transactionswith the underlying borrowers, the sponsors of the underlying borrowers and their respective affiliates, whichrelationships and transactions may create conflicts of interest between the Placement Agent Entities, on the onehand, and the issuing entity, on the other hand.

Furthermore, the Placement Agent Entities expect that a completed offering will enhance their ability to assistclients and counterparties in the transaction or in related transactions (including assisting clients in additionalpurchases and sales of the certificates and hedging transactions). The Placement Agent Entities expect to derive feesand other revenues from these transactions. In addition, participating in a successful offering and providing relatedservices to clients may enhance the Placement Agent Entities’ relationships with various parties, facilitate additionalbusiness development, and enable them to obtain additional business and generate additional revenue.

Wells Fargo Securities, LLC is one of the placement agents for the certificates. In addition, Citigroup GlobalMarkets Inc., one of the placement agents for the certificates, is an affiliate of one of the Originators. Each of theserelationships should be considered carefully before making an investment in any class of certificates.

Your Lack of Control Over the Issuing Entity Can Adversely Impact Your Investment. Except as describedbelow, investors in the certificates do not have the right to make decisions with respect to the administration of theissuing entity. These decisions are generally made, subject to the express terms of the Pooling Agreement, by themaster servicer, the special servicer, the certificate administrator and the trustee. Any decision made by any of thoseparties in respect of the issuing entity in accordance with the terms of the Pooling Agreement, even if it determinesthat decision to be in your best interests, may be contrary to the decision that you would have made and maynegatively affect your interests.

However, the directing certificateholder and Freddie Mac or its designee have the right to exercise variousrights and powers in respect of the issuing entity as described under “The Pooling Agreement—Realization UponMortgage Loans” and “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer ofServicing Duties” in this offering circular supplement.

In addition, in certain limited circumstances, certificateholders have the right to vote on matters affecting theissuing entity. In some cases, these votes are by certificateholders taken as a whole and in others the vote is byclass. Your interests as a certificateholder of a particular class may not be aligned with the interests ofcertificateholders of one or more other classes of certificates in connection with any such vote. In all cases, voting isbased on the outstanding certificate balance, which is reduced by Realized Losses. These limitations on voting

75

could adversely affect your ability to protect your interests with respect to matters voted on by certificateholders.See “Description of the Certificates—Voting Rights” in this offering circular supplement.

A certificate registered in the name of the trustee, the certificate administrator, the master servicer, the specialservicer, Freddie Mac, or any affiliate of any of them, as applicable, will be deemed not to be outstanding and thevoting rights to which it is entitled will not be taken into account for the purposes of giving any consent, approval orwaiver pursuant to the Pooling Agreement with respect to the rights, obligations or liabilities of such party, asfurther described under “Description of the Certificates—Voting Rights” in this offering circular supplement.

The Interests of the Directing Certificateholder or Freddie Mac May Be in Conflict with the Interests of theOffered Certificateholders. Any advice provided by Freddie Mac (in its capacity as servicing consultant orotherwise) may conflict with the interests of one or more classes of certificateholders. In addition, the directingcertificateholder and Freddie Mac or their respective designees have the right to exercise the various rights andpowers in respect of the mortgage pool described under “The Pooling Agreement—Realization Upon MortgageLoans” in this offering circular supplement. You should expect that the directing certificateholder and Freddie Macor their respective designees will each exercise those rights and powers on behalf of itself, and they will not be liableto any certificateholders for doing so. However, certain matters relating to Affiliated Borrower Loans will requirethe special servicer to act in place of the directing certificateholder. See “The Pooling Agreement—RealizationUpon Mortgage Loans—Asset Status Report” in this offering circular supplement.

In certain instances, the Approved Directing Certificateholder (if any) will be entitled under the PoolingAgreement to receive a portion of certain borrower-paid transfer fees and collateral substitution fees. SuchApproved Directing Certificateholder may have an incentive to maximize the amount of fees it collects byapproving borrower actions that will result in the payment of such fees. As a result, such Approved DirectingCertificateholder may have interests that conflict with those of other holders of certificates. See “Description of theCertificates—Fees and Expenses” in this offering circular supplement.

In addition, subject to the conditions described under “The Pooling Agreement—Resignation, Removal andReplacement of Servicers; Transfer of Servicing Duties” in this offering circular supplement, the directingcertificateholder may remove the special servicer, with or without cause, and appoint a successor special servicerchosen by it without the consent of the holders of any other certificates, the trustee, the certificate administrator orthe master servicer, but with the approval of Freddie Mac, which approval may not be unreasonably withheld. Also,if at any time an Affiliated Borrower Special Servicer Loan Event occurs (other than with respect to any AffiliatedBorrower Special Servicer Loan Event that exists on the Closing Date and is described in the definition of“Affiliated Borrower Special Servicer Loan Event”), the Pooling Agreement will require that the special servicerpromptly resign as special servicer of the related Affiliated Borrower Special Servicer Loan and, in the case wheresuch Affiliated Borrower Special Servicer Loan is not an Affiliated Borrower Loan, the directing certificateholderwill have the right to select the successor Affiliated Borrower Special Servicer to act as the special servicer withrespect to such Affiliated Borrower Special Servicer Loan, in accordance with the requirements of the PoolingAgreement. See “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer ofServicing Duties—Resignation of the Master Servicer or the Special Servicer” and “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties—Removal of the MasterServicer, the Special Servicer and any Sub-Servicer.” The initial directing certificateholder will be a holder of theclass B certificates. The directing certificateholder is therefore likely to have interests that conflict with those of theholders of the offered certificates. See “The Pooling Agreement—Realization Upon Mortgage Loans—DirectingCertificateholder” in this offering circular supplement.

You May Be Bound by the Actions of Other Certificateholders. In some circumstances, the consent orapproval of the holders of a specified percentage of the certificates will be required in order to direct, consent to orapprove certain actions, including amending the Pooling Agreement. In these cases, this consent or approval will besufficient to bind all holders of certificates.

The Volatile Economy and Credit Disruptions May Adversely Affect the Value and Liquidity of YourInvestment. In recent years, the real estate and securitization markets, including the market for commercial andmultifamily mortgage-backed securities (“CMBS”), as well as global financial markets and the economy generally,experienced significant dislocations, illiquidity and volatility and thus affected the values of such CMBS. Wecannot assure you that another dislocation in CMBS will not occur.

76

Any economic downturn may adversely affect the financial resources of the underlying borrowers and mayresult in the inability of the underlying borrowers to make principal and interest payments on the underlyingmortgage loans, or to refinance, their underlying mortgage loans when due or to sell their mortgaged real propertiesfor an amount sufficient to pay off such underlying mortgage loans when due, which in each case would adverselyaffect the related TEL. In the event of default by any underlying borrower on an underlying mortgage loan, theissuing entity may suffer a partial or total loss with respect to the related TEL. Any delinquency or loss on any TELwould have an adverse effect on the distributions of principal and interest received by certificateholders.

Other Events or Circumstances May Affect the Value and Liquidity of Your Investment. The value andliquidity of your investment in the certificates may be affected by general economic conditions and financialmarkets, as well as the following events or circumstances:

• wars, revolts, terrorist attacks, armed conflicts, energy supply or price disruptions, political crises, naturaldisasters, civil unrest and/or protests and man-made disasters may have an adverse effect on the mortgagedreal properties and/or the certificates;

• defaults on the TELs may occur close in time, which might result in rapid declines in the value of thecertificates;

• although most of the TELs were recently underwritten and originated, the values of the mortgaged realproperties may have declined since the related TELs were originated and may decline following theissuance of the certificates and such declines may be substantial and occur in a relatively short periodfollowing the issuance of the certificates; and such declines may occur for reasons largely unrelated to thecircumstances of the particular mortgaged real property;

• if the TELs default, then the yield on your investment may be substantially reduced even thoughLiquidation Proceeds may be sufficient to result in the repayment of the principal of and accrued interest onthe offered certificates; an earlier than anticipated repayment of principal (even in the absence of losses) inthe event of a default in advance of the maturity date would tend to shorten the weighted average periodduring which you earn interest on your investment; and a later than anticipated repayment of principal(even in the absence of losses) in the event of a default upon the maturity date would tend to delay yourreceipt of principal and the interest on your investment may be insufficient to compensate you for thatdelay;

• even if Liquidation Proceeds received on Defaulted Loans are sufficient to cover the principal and accruedinterest on those TELs, the issuing entity may experience losses in the form of special servicing fees andother expenses, and you may bear losses as a result, or your yield may be adversely affected by such losses;

• the time periods to resolve Defaulted Loans may be long, and those periods may be further extendedbecause of underlying borrower bankruptcies and related litigation; this may be especially true in the caseof loans made to underlying borrowers that have, or whose affiliates have, substantial debts other than theunderlying mortgage loan, including related subordinate or mezzanine financing (including tax creditequity financing);

• trading activity associated with indices of CMBS may drive spreads on those indices wider than spreads onCMBS, resulting in a decrease in the value of such CMBS, including the offered certificates, and spreadson those indices may be affected by a variety of factors, and may or may not be affected for reasonsinvolving the commercial and multifamily real estate markets and may be affected for reasons that areunknown and cannot be discerned;

• if you determine to sell the certificates, you may be unable to do so or you may be able to do so only at asubstantial discount from the price you paid; this may be the case for reasons unrelated to the then-currentperformance of the certificates or the TELs; and this may be the case within a relatively short periodfollowing the issuance of the certificates; and

• even if CMBS are performing as anticipated, the value of such CMBS in the secondary market maynevertheless decline as a result of a deterioration in general market conditions for other asset-backed

77

securities or structured products, and you may be required to report declines in the value of the certificates,and/or record losses, on your financial statements or regulatory or supervisory reports, and/or repay or postadditional collateral for any secured financing, hedging arrangements or other financial transactions thatyou are entering into that are backed by or make reference to the certificates, in each case as if thecertificates were to be sold immediately.

Legal and Regulatory Provisions Affecting Investors Could Adversely Affect the Liquidity of YourInvestment. We make no representation as to the proper characterization of the certificates for legal investment,financial institution regulatory, financial reporting or other purposes, as to the ability of particular investors topurchase the certificates under applicable legal investment or other restrictions or as to the consequences of aninvestment in the certificates for such purposes or under such restrictions. Changes in federal banking and securitieslaws and other laws and regulations may have an adverse effect on issuers, investors, or other participants in theasset-backed securities markets including the CMBS market. While the general effects of such changes areuncertain, regulatory or legislative provisions applicable to certain investors may have the effect of limiting orrestricting their ability to hold or acquire CMBS, which in turn may adversely affect the ability of investors in thecertificates who are not subject to those provisions to resell their certificates in the secondary market. For example:

• Investors should be aware of the risk retention and due diligence requirements in Europe (the “EU RiskRetention and Due Diligence Requirements”) which currently apply, or are expected to apply in the future,to various types of regulated investors in the European Economic Area (“EEA”) including creditinstitutions, authorized alternative investment fund managers, investment firms, insurance and reinsuranceundertakings and Undertakings for Collective Investment in Transferable Securities funds. Among otherthings, such requirements restrict an investor who is subject to the EU Risk Retention and Due DiligenceRequirements from investing in securitizations unless: (i) the originator, sponsor or original lender inrespect of the relevant securitization has explicitly disclosed that it will retain, on an on-going basis, a neteconomic interest of not less than 5% in respect of certain specified credit risk tranches or securitizedexposures; and (ii) such investor is able to demonstrate that they have undertaken certain due diligence inrespect of various matters including but not limited to its securities position, the underlying assets and (inthe case of certain types of investors) the relevant sponsor or originator. Failure to comply with one ormore of the requirements may result in various penalties including, in the case of those investors subject toregulatory capital requirements, the imposition of a punitive capital charge on the securities acquired by therelevant investor.

• On September 30, 2015, the European Commission (the “European Commission”) published a proposal toamend the Capital Requirements Regulation (the “CRR Amendment Regulation”) and a proposedregulation relating to a European framework for simple, transparent and standardized securitization (the“STS Securitization Regulation,” and together with the CRR Amendment Regulation, the “SecuritizationRegulations”) which would, among other things, re-cast the EU risk retention rules as part of wider changesto establish a “Capital Markets Union” in Europe. The Presidency of the Council of the European Union(the “Council”) and the European Parliament have proposed amendments to the Securitization Regulations.The subsequent trilogue discussions among representatives of the European Commission, the Council, andthe European Parliament have resulted in a compromise agreement being reached on the contents of theSecuritization Regulations. The Council published the compromise text of the STS SecuritizationRegulation in a communication dated June 26, 2017. However, the final forms of the SecuritizationRegulations have not yet been published and so their final contents are not yet known. The currentintention is that the Securitization Regulations will only apply from January 1, 2019. Investors should beaware that there are likely to be material differences between the current EU Risk Retention and DueDiligence Requirements and those in the Securitization Regulations.

• None of Freddie Mac, the depositor, their respective affiliates or any other person intends to retain amaterial net economic interest in the securitization constituted by the issue of the certificates in accordancewith the EU Risk Retention and Due Diligence Requirements or to take any other action that may berequired by EEA-regulated investors for the purposes of their compliance with the EU Risk Retention andDue Diligence Requirements. Consequently, the certificates are not a suitable investment for EEA-creditinstitutions, EEA-investment firms or the other types of EEA-regulated investors mentioned above. As aresult, the price and liquidity of the certificates in the secondary market may be adversely affected.

78

EEA-regulated investors are encouraged to consult with their own investment and legal advisors regardingthe suitability of the certificates for investment.

• No party to this transaction will retain credit risk in this transaction in a form or an amount pursuant to theterms of the U.S. credit risk retention rule (12 C.F.R. Part 1234). See “Description of the Depositor andGuarantor—Credit Risk Retention” in this offering circular supplement.

• Recent changes in federal banking and securities laws, including those resulting from the Dodd-Frank Actenacted in the United States, may have an adverse effect on issuers, investors, or other participants in theasset-backed securities markets. In particular, new capital regulations were issued by the U.S. bankingregulators in July 2013; these regulations implement the increased capital requirements established underthe Basel Accord and are being phased in over time. These new capital regulations eliminate reliance oncredit ratings and otherwise alter, and in most cases increase, the capital requirements imposed ondepository institutions and their holding companies, including with respect to ownership of asset-backedsecurities such as CMBS. Further changes in capital requirements have been announced by the BaselCommittee on Banking Supervision and it is uncertain when such changes will be implemented in theUnited States. When fully implemented in the United States, these changes may have an adverse effectwith respect to investments in asset-backed securities, including CMBS. As a result of these regulations,investments in CMBS, such as the certificates, by financial institutions subject to bank capital regulationsmay result in greater capital charges to these financial institutions and these new regulations may otherwiseadversely affect the treatment of CMBS for their regulatory capital purposes.

• The Financial Accounting Standards Board has adopted changes to the accounting standards for structuredproducts. These changes, or any future changes, may affect the accounting for entities such as the issuingentity, could under certain circumstances require an investor or its owner generally to consolidate the assetsof the issuing entity in its financial statements and record third parties’ investments in the issuing entity asliabilities of that investor or owner or could otherwise adversely affect the manner in which the investor orits owner must report an investment in CMBS for financial reporting purposes.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations,regulatory capital requirements or review by regulatory authorities should consult with their own legal, accountingand other advisors in determining whether, and to what extent, the certificates will constitute legal investments forthem or are subject to investment or other restrictions, unfavorable accounting treatment, capital charges or reserverequirements.

The Prospective Performance of the TELs, the Underlying Mortgage Loans and the Related Mortgaged RealProperties Should Be Evaluated Separately from the Performance of the Mortgage Loans in Any of Our OtherTrusts. While there may be certain common factors affecting the performance and value of income-producing realproperties in general, those factors do not apply equally to all income-producing real properties and, in many cases,there are unique factors that will affect the performance and/or value of a particular income-producing real property.Moreover, the effect of a given factor on a particular mortgaged real property will depend on a number of variables,including but not limited to property type, geographic location, competition, sponsorship and other characteristics ofthe property and the related underlying mortgage loan. Each income-producing mortgaged real property representsa separate and distinct business venture and, as a result each mortgage loan requires a unique underwriting analysis.Furthermore, economic and other conditions affecting mortgaged real properties, whether worldwide, national,regional or local, vary over time. The performance of a pool of mortgage loans (or TELs secured thereby)originated and outstanding under a given set of economic conditions may vary significantly from the performance ofan otherwise comparable mortgage pool (or TELs secured thereby) originated and outstanding under a different setof economic conditions. Accordingly, investors should evaluate the TELs independently from the performance ofmortgage loans underlying any other series of certificates.

The Market Value of the Certificates Will Be Sensitive to Factors Unrelated to the Performance of theCertificates and the TELs. The market value of the certificates can decline even if the certificates and the TELs areperforming at or above your expectations. The market value of the certificates will be sensitive to fluctuations incurrent interest rates. However, a change in the market value of the certificates as a result of an upward or

79

downward movement in current interest rates may not equal the change in the market value of the certificates as aresult of an equal but opposite movement in interest rates.

The market value of the certificates will also be influenced by the supply of and demand for CMBS generally.The supply of CMBS will depend on, among other things, the amount of commercial and multifamily mortgageloans, whether newly originated or held in portfolio, that are available for securitization. A number of factors willaffect investors’ demand for CMBS, including—

• the availability of alternative investments that offer high yields or are perceived as being a better credit risk,having a less volatile market value or being more liquid;

• legal and other restrictions that prohibit a particular entity from investing in CMBS or limit the amount ortypes of CMBS that it may acquire;

• investors’ perceptions regarding the commercial and multifamily real estate markets which may beadversely affected by, among other things, a decline in real estate values or an increase in defaults andforeclosures on mortgage loans secured by income-producing properties; and

• investors’ perceptions regarding the capital markets in general, which may be adversely affected bypolitical, social and economic events completely unrelated to the commercial and multifamily real estatemarkets.

If you decide to sell the certificates, you may have to sell at a discount from the price you paid for reasonsunrelated to the performance of the certificates or the TELs. Pricing information regarding the certificates may notbe generally available on an ongoing basis.

Future Events Could Have an Adverse Impact on the Rating Assigned to the Rated Certificates. The ratingassigned to the rated certificates is based on Freddie Mac’s Guarantee, but the Rating Agency may in the futureissue a rating that takes into account the economic characteristics of the TELs, the mortgaged real properties andother features of the transaction. The assigned rating will be subject to ongoing monitoring, upgrade, downgrade,withdrawal and surveillance by the Rating Agency after the Closing Date. We are not obligated to maintain anyparticular rating with respect to the rated certificates, and the rating initially assigned to the rated certificates couldchange adversely as a result of changes affecting Freddie Mac, or as a result of changes to ratings criteria employedby the Rating Agency. Any adverse change to the rating of the rated certificates would likely have an adverse effecton the liquidity, market value and regulatory characteristics of that class of certificates. See “Ratings” in thisoffering circular supplement.

Rating Agency Feedback. Other NRSROs that we have not engaged to rate the certificates may neverthelessissue unsolicited credit ratings on one or more classes of such certificates, relying on information obtained pursuantto Rule 17g-5 or otherwise. If any such unsolicited ratings are issued, we cannot assure you that they will not bedifferent from the rating assigned by the Rating Agency. The issuance of unsolicited ratings on a class ofcertificates that are lower than the rating assigned by the Rating Agency may adversely impact the liquidity, marketvalue and regulatory characteristics of that class of certificates.

As part of the process of obtaining ratings for the certificates, Freddie Mac had initial discussions with andsubmitted certain materials to Fitch Ratings, Inc. (“Fitch”) and Moody’s. Based on preliminary feedback from thoseNRSROs at that time, Freddie Mac selected Moody’s to rate the rated certificates and not Fitch, due in part to suchNRSROs’ initial subordination levels for certain classes of certificates and Freddie Mac’s desire to have diversityamong the NRSROs rating its multifamily securitization transactions. Had Freddie Mac selected Fitch to rate therated certificates, we cannot assure you as to the ratings that they would ultimately have assigned to the ratedcertificates.

Although unsolicited ratings may be issued by any NRSRO, and NRSROs have the ability to access informationrequired to make a ratings determination, an NRSRO might be more likely to issue an unsolicited rating if it was notselected after having provided preliminary feedback to Freddie Mac.

Further, a rating of the rated certificates below an investment grade by the Rating Agency or another NRSRO,whether initially or as a result of a ratings downgrade, could affect the ability of certain investors to purchase or

80

retain that class. Further, a determination by the SEC that the Rating Agency no longer qualifies as an NRSRO or isno longer qualified to rate the rated certificates could adversely impact the liquidity, market value and regulatorycharacteristics of the rated certificates.

The class X and class B certificates will not be rated by the Rating Agency or another NRSRO (unless anNRSRO issues an unsolicited rating), which may adversely affect the ability of an investor to purchase or retain, orotherwise impact the liquidity, market value and regulatory characteristics of, such classes.

Changes to, or Elimination of, LIBOR Could Adversely Affect Your Investment in the Offered Certificates.Regulators and law-enforcement agencies from a number of governments, including entities in the United States,Japan, Canada and the United Kingdom, have been conducting civil and criminal investigations into whether thebanks that contributed to the British Bankers’ Association (the “BBA”) in connection with the calculation of dailyLIBOR may have underreported or otherwise manipulated or attempted to manipulate LIBOR. Investigations remainongoing and we cannot assure you that there will not be findings of rate setting manipulation or that impropermanipulation of LIBOR or other similar inter-bank lending rates will not occur in the future.

Based on a review conducted by the Financial Conduct Authority of the United Kingdom (the “FCA”) and aconsultation conducted by the European Commission, proposals have been made for governance and institutionalreform, regulation, technical changes and contingency planning. In particular: (a) new legislation has been enactedin the United Kingdom pursuant to which LIBOR submissions and administration are now “regulated activities” andmanipulation of LIBOR has been brought within the scope of the market abuse regime; (b) legislation has beenproposed which if implemented would, among other things, alter the manner in which LIBOR is determined, compelmore banks to provide LIBOR submissions, and require these submissions to be based on actual transaction data;and (c) LIBOR rates for certain currencies and maturities are no longer published daily. In addition, pursuant toauthorization from the FCA, the Intercontinental Exchange Benchmark Administration Limited (the “IBA”)(formerly NYSE Euronext Rate Administration Limited) took over the administration of LIBOR from the BBA onFebruary 1, 2014. Any new administrator of LIBOR may make methodological changes to the way in which LIBORis calculated or may alter, discontinue or suspend calculation or dissemination of LIBOR.

In a speech on July 27, 2017, Andrew Bailey, the Chief Executive of the FCA, announced the FCA’s intentionto cease sustaining LIBOR after 2021. The FCA has statutory powers to require panel banks to contribute to LIBORwhere necessary. The FCA has decided not to ask, or to require, that panel banks continue to submit contributionsto LIBOR beyond the end of 2021. The FCA has indicated that it expects that the current panel banks willvoluntarily sustain LIBOR until the end of 2021. The FCA’s intention is that after 2021, it will no longer benecessary for the FCA to ask, or to require, banks to submit contributions to LIBOR. The FCA does not intend tosustain LIBOR through using its influence or legal powers beyond that date. It is possible that the IBA and thepanel banks could continue to produce LIBOR on the current basis after 2021, if they are willing and able to do so,but we cannot assure you that LIBOR will survive in its current form, or at all.

For the certificates, LIBOR will be the IBA’s one-month London interbank offered rate for United States Dollardeposits, as displayed on the LIBOR Index Page. In the event the IBA ceases to set or publish a rate for LIBOR, theCalculation Agent will be required to use the industry-designated alternative index, as confirmed by the Guarantor.If no alternative index is designated, the Calculation Agent will use the alternative index set out in the Guide or inany communications made available in writing by Freddie Mac relating to the index being used at such time byFreddie Mac for its multifamily mortgage loans, or if no such alternative index is set out in the Guide or in any suchcommunications from Freddie Mac, such other alternative index designated by the Guarantor.

We cannot predict the effect of the FCA’s decision not to sustain LIBOR, or, if changes are ultimately made toLIBOR, the effect of those changes. In addition, we cannot predict what alternative index would be chosen, shouldthis occur. If LIBOR in its current form does not survive or if an alternative index is chosen, the market valueand/or liquidity of the certificates could be adversely affected.

Risks Relating to the Depositor and Guarantor

The Conservator May Repudiate Freddie Mac’s Contracts, Including Its Guarantee and Other ObligationsRelated to the Offered Certificates. On September 6, 2008, the Federal Housing Finance Agency (“FHFA”) wasappointed Freddie Mac’s conservator by the FHFA director. See “Description of the Depositor and Guarantor—

81

Freddie Mac Conservatorship” in this offering circular supplement. The conservator has the right to transfer or sellany asset or liability of Freddie Mac, including its guarantee obligation, without any approval, assignment orconsent. If the conservator were to transfer Freddie Mac’s guarantee obligation to another party, holders of theoffered certificates would have to rely on that party for the satisfaction of the guarantee obligation and would beexposed to the credit risk of that party. Freddie Mac is also the master servicer of both the TELs and the relatedunderlying mortgage loans and, as such, has certain servicing obligations with respect to the TELs and the relatedunderlying mortgage loans. In addition, Freddie Mac is the depositor and as such has certain obligations torepurchase the TELs in the event of material breaches of certain representations and warranties. If the conservatorwere to transfer Freddie Mac’s obligations as master servicer or depositor to another party, holders of the certificateswould have to rely on that party for satisfaction of the master servicing or repurchase obligations and would beexposed to credit risk of that party.

Future Legislation and Regulatory Actions Will Likely Affect the Role of Freddie Mac. Future legislationwill likely materially affect the role of Freddie Mac, its business model, its structure and future results of operations.Some or all of Freddie Mac’s functions could be transferred to other institutions, and it could cease to exist as astockholder-owned company or at all.

On February 11, 2011, the Obama Administration delivered a report to Congress that lays out theAdministration’s plan to reform the U.S. housing finance market, including options for structuring the government’slong-term role in a housing finance system in which the private sector is the dominant provider of mortgage credit.The report recommends winding down Freddie Mac and Fannie Mae, stating that the Administration will work withFHFA to determine the best way to responsibly reduce the role of Freddie Mac and Fannie Mae in the market andultimately wind down both institutions. The report recommends using a combination of policy levers to wind downFreddie Mac and Fannie Mae, shrink the government’s footprint in housing finance, and help bring private capitalback to the mortgage market, including: (i) increasing guarantee fees; (ii) increasing private capital ahead ofFreddie Mac and Fannie Mae guarantees and phasing in a 10% down payment requirement; (iii) reducingconforming loan limits; and (iv) winding down Freddie Mac and Fannie Mae’s investment portfolios.

In addition to legislative actions, FHFA has expansive regulatory authority over Freddie Mac, and the manner inwhich FHFA will use its authority in the future is unclear. FHFA could take a number of regulatory actions thatcould materially adversely affect Freddie Mac, such as changing or reinstating current capital requirements, whichare not binding during conservatorship.

On January 20, 2017, a new presidential administration took office. We have no ability to predict whatregulatory and legislative policies or actions the new presidential administration will pursue with respect to FreddieMac.

FHFA Could Terminate the Conservatorship by Placing Freddie Mac into Receivership, Which CouldAdversely Affect the Freddie Mac Guarantee. Under the Federal Housing Finance Regulatory Reform Act (the“Reform Act”), FHFA must place Freddie Mac into receivership if FHFA determines in writing that Freddie Mac’sassets are less than its obligations for a period of 60 days. FHFA has notified Freddie Mac that the measurementperiod for any mandatory receivership determination with respect to Freddie Mac’s assets and obligations wouldcommence no earlier than the SEC public filing deadline for its quarterly or annual financial statements and wouldcontinue for 60 calendar days after that date. FHFA has also advised Freddie Mac that, if, during that 60-day period,Freddie Mac receives funds from the U.S. Department of the Treasury (“Treasury”) in an amount at least equal tothe deficiency amount under the senior preferred stock purchase agreement between FHFA, as conservator ofFreddie Mac, and Treasury (as amended, the “Purchase Agreement”), the Director of FHFA will not make amandatory receivership determination.

In addition, Freddie Mac could be put into receivership at the discretion of the Director of FHFA at any time forother reasons, including conditions that FHFA has already asserted existed at the time Freddie Mac was placed intoconservatorship. These include: a substantial dissipation of assets or earnings due to unsafe or unsound practices;the existence of an unsafe or unsound condition to transact business; an inability to meet its obligations in theordinary course of business; a weakening of its condition due to unsafe or unsound practices or conditions; criticalundercapitalization; the likelihood of losses that will deplete substantially all of its capital; or by consent. Areceivership would terminate the conservatorship. The appointment of FHFA (or any other entity) as Freddie Mac’sreceiver would terminate all rights and claims that its creditors may have against Freddie Mac’s assets or under its

82

charter arising as a result of their status as creditors, other than the potential ability to be paid upon Freddie Mac’sliquidation. Unlike a conservatorship, the purpose of which is to conserve Freddie Mac’s assets and return it to asound and solvent condition, the purpose of a receivership is to liquidate Freddie Mac’s assets and resolve claimsagainst Freddie Mac.

In the event of a liquidation of Freddie Mac’s assets, there can be no assurance that there would be sufficientproceeds to pay the secured and unsecured claims of the company, repay the liquidation preference of any series ofits preferred stock or make any distribution to the holders of its common stock. To the extent that Freddie Mac isplaced in receivership and does not or cannot fulfill its guarantee or other contractual obligations to the holders of itsmortgage-related securities, including the certificates, such holders could become unsecured creditors of FreddieMac with respect to claims made under Freddie Mac’s guarantee or its other contractual obligations.

As receiver, FHFA could repudiate any contract entered into by Freddie Mac prior to its appointment asreceiver if FHFA determines, in its sole discretion, that performance of the contract is burdensome and thatrepudiation of the contract promotes the orderly administration of Freddie Mac’s affairs. The Reform Act requiresthat any exercise by FHFA of its right to repudiate any contract occur within a reasonable period following itsappointment as receiver.

If FHFA, as receiver, were to repudiate Freddie Mac’s guarantee obligations, the receivership estate would beliable for actual direct compensatory damages as of the date of receivership under the Reform Act. Any suchliability could be satisfied only to the extent that Freddie Mac’s assets were available for that purpose.

Moreover, if Freddie Mac’s guarantee obligations were repudiated, payments of principal and/or interest to theholders of the offered certificates would be reduced in the event of any underlying borrower’s late payment orfailure to pay or a servicer’s failure to remit underlying borrower payments into the issuing entity or advanceunderlying borrower payments. Any actual direct compensatory damages owed as a result of the repudiation ofFreddie Mac’s guarantee obligations may not be sufficient to offset any shortfalls experienced by the holders of theoffered certificates.

During a receivership, certain rights of the holders of the offered certificates under the Pooling Agreement maynot be enforceable against FHFA, or enforcement of such rights may be delayed.

The Reform Act also provides that no person may exercise any right or power to terminate, accelerate or declarean event of default under certain contracts to which Freddie Mac is a party, or obtain possession of or exercisecontrol over any property of Freddie Mac, or affect any contractual rights of Freddie Mac, without the approval ofFHFA as receiver, for a period of 90 days following the appointment of FHFA as receiver.

If Freddie Mac is placed into receivership and does not or cannot fulfill its guarantee obligations or othercontractual obligations under the Pooling Agreement, holders of the certificates could become unsecured creditors ofFreddie Mac with respect to claims made under its guarantee or other contractual obligations.

CAPITALIZED TERMS USED IN THIS OFFERING CIRCULAR SUPPLEMENT

From time to time we use capitalized terms in this offering circular supplement. A capitalized term usedthroughout this offering circular supplement will have the meaning assigned to it in the “Glossary” to this offeringcircular supplement.

FORWARD-LOOKING STATEMENTS

This offering circular supplement includes the words “expects,” “intends,” “anticipates,” “likely,” “estimates,”and similar words and expressions. These words and expressions are intended to identify forward-lookingstatements. Any forward-looking statements are made subject to risks and uncertainties that could cause actualresults to differ materially from those stated. These risks and uncertainties include, among other things, declines ingeneral economic and business conditions, increased competition, changes in demographics, changes in political andsocial conditions, regulatory initiatives and changes in customer preferences, many of which are beyond our controland the control of any other person or entity related to this offering. The forward-looking statements made in this

83

offering circular supplement are accurate as of the date stated on the cover of this offering circular supplement. Wehave no obligation to update or revise any forward-looking statement.

DESCRIPTION OF THE ISSUING ENTITY

The entity issuing the certificates will be FRETE 2017-ML03 Trust, which we refer to in this offering circularsupplement as the “issuing entity.” The issuing entity is a New York common law trust that will be formed on theClosing Date pursuant to the Pooling Agreement. The only activities that the issuing entity may perform are thoseset forth in the Pooling Agreement, which are generally limited to owning and administering the TELs and any REOProperty, disposing of Defaulted TELs and REO Property, issuing the certificates and making distributions andproviding reports to certificateholders. Accordingly, the issuing entity may not issue securities other than thecertificates, or invest in securities, other than investment of funds in certain accounts maintained under the PoolingAgreement in certain short-term, high-quality investments. The issuing entity may not lend or borrow money, exceptthat the master servicer or the trustee may make advances to the issuing entity only to the extent it deems suchadvances to be recoverable from the related underlying mortgage loan. Such advances are intended to be in thenature of a liquidity, rather than a credit facility. The Pooling Agreement may be amended as set forth under “ThePooling Agreement—Amendment” in this offering circular supplement. The issuing entity administers the TELsthrough the master servicer and the special servicer. A discussion of the duties of the servicers, including anydiscretionary activities performed by each of them, is set forth under “The Pooling Agreement” in this offeringcircular supplement.

The only assets of the issuing entity other than the TELs and any REO Properties are certain accountsmaintained pursuant to the Pooling Agreement, the obligations of Freddie Mac pursuant to the Freddie MacGuarantee and the short-term investments in which funds in the collection accounts and other accounts are invested.The issuing entity has no present liabilities, but has potential liability relating to ownership of the TELs and anyREO Properties, and indemnity obligations to the trustee, the custodian, the certificate administrator, the masterservicer, the special servicer and Freddie Mac (in its capacity as servicing consultant). The fiscal year of the issuingentity is the calendar year. The issuing entity has no executive officers or board of directors. It acts through thetrustee, the custodian, the certificate administrator, the master servicer and the special servicer.

The depositor is contributing the TELs to the issuing entity. The depositor purchased the TELs from theOriginators as described in “Summary of Offering Circular Supplement—The TELs and Underlying MortgageLoans—General” and “Description of the TELs and Underlying Mortgage Loans—Representations and Warranties”in this offering circular supplement.

As a common-law trust, it is anticipated that the issuing entity would not be subject to the Bankruptcy Code. Inconnection with the sale of the TELs from the depositor to the issuing entity, a legal opinion is required to berendered to the effect that if a conservator or receiver were appointed for the depositor by the Director of the FederalHousing Finance Agency (“FHFA”) acting pursuant to Section 1367 of the Federal Housing Enterprises FinancialSafety and Soundness Act of 1992, as amended (the “Safety and Soundness Act”) (i) a conservatorship orreceivership created by the FHFA would be the exclusive mechanism for adjusting the rights of the depositor’screditors in the event of the depositor’s financial distress, and (ii) the FHFA appointed conservator or receiver,acting reasonably after full consideration of all the relevant factors, would be required to conclude that the transferof the TELs from the depositor to the issuing entity was a true sale rather than a pledge such that the TELs, andpayments under the TELs and identifiable proceeds from the TELs would not be subject to administration by suchconservator or receiver and would be beyond the reach of the depositor’s creditors. This legal opinion is based onnumerous assumptions, and we cannot assure you that all of such assumed facts are true, or will continue to be true.Moreover, we cannot assure you that a court would rule as anticipated in this legal opinion.

The issuing entity will be relying on an exclusion or exemption under the Investment Company Act containedin Section 3(c)(5) of the Investment Company Act, although there may be additional exclusions or exemptionsavailable to the issuing entity. Accordingly, the issuing entity is being structured so as not to constitute a “coveredfund” for purposes of the regulations adopted on December 10, 2013 to implement Section 619 of the Dodd-FrankAct (such statutory provision, together with such implementing regulations, the “Volcker Rule”). The Volcker Rulegenerally prohibits “banking entities” (which is broadly defined to include U.S. banks and bank holding companiesand many non-U.S. banking entities, together with their respective subsidiaries and other affiliates) from (i)

84

engaging in proprietary trading, (ii) acquiring or retaining an ownership interest in or sponsoring a “covered fund”and (iii) entering into certain relationships with such funds. The Volcker Rule became effective on July 21, 2012,and final regulations implementing the Volcker Rule were adopted on December 10, 2013. Banking entities wererequired to be in conformance with the Volcker Rule by July 21, 2015, although ownership interests or sponsorshipsin covered funds in existence prior to December 31, 2013 were not required to be brought into conformance untilJuly 21, 2017 (with the possibility of an additional five-year extension for certain illiquid funds). Prior to theapplicable conformance expiration date, banking entities must make good faith efforts to conform their activities andinvestments to the Volcker Rule. Under the Volcker Rule, unless otherwise jointly determined otherwise byspecified federal regulators, a “covered fund” does not include an issuer that may rely on an exclusion or exemptionfrom the definition of “investment company” under the Investment Company Act other than the exclusionscontained in Section 3(c)(1) and Section 3(c)(7) of the Investment Company Act. The general effects of the VolckerRule remain uncertain. Any prospective investor in the certificates, including a U.S. or foreign bank or a subsidiaryor other bank affiliate, should consult its own legal advisors regarding such matters and other effects of the VolckerRule.

There are no legal proceedings pending against the issuing entity that are material to the certificateholders.

DESCRIPTION OF THE DEPOSITOR AND GUARANTOR

The Depositor and Guarantor

The depositor is Freddie Mac. The depositor will also serve as the master servicer and guarantor. Thedepositor maintains an office at 8200 Jones Branch Drive, McLean, Virginia 22102.

The depositor’s duties pursuant to the Pooling Agreement include, without limitation, the duty to appoint asuccessor trustee or certificate administrator in the event of the resignation or removal of the trustee or the certificateadministrator, to provide information in its possession to the certificate administrator to the extent necessary toperform the certificate administrator’s duties and to indemnify the trustee, the certificate administrator, the masterservicer, the special servicer, the custodian, and the issuing entity for any liability, assessment or costs arising fromits willful misconduct, bad faith, fraud or negligence in providing such information.

Under the Pooling Agreement, the depositor and various related persons and entities will be entitled to beindemnified by the issuing entity for certain losses and liabilities incurred by the depositor as described in “ThePooling Agreement—Certain Indemnities” in this offering circular supplement.

Freddie Mac is one of the largest participants in the U.S. mortgage market. Freddie Mac is a stockholder-owned government-sponsored enterprise chartered by Congress on July 24, 1970 under the Freddie Mac Act tostabilize residential mortgage markets in the United States and expand opportunities for homeownership andaffordable rental housing.

Freddie Mac’s statutory purposes are:

• to provide stability in the secondary market for residential mortgages;

• to respond appropriately to the private capital markets;

• to provide ongoing assistance to the secondary market for residential mortgages (including mortgages onhousing for low- and moderate-income families involving a reasonable economic return that may be lessthan the return earned on other activities) by increasing the liquidity of mortgage investments andimproving the distribution of investment capital available for residential mortgage financing; and

• to promote access to mortgage credit throughout the United States (including central cities, rural areas andother underserved areas) by increasing the liquidity of mortgage investments and improving the distributionof investment capital available for residential mortgage financing.

Freddie Mac fulfills the requirements of its charter by purchasing residential mortgages and mortgage-relatedsecurities in the secondary mortgage market and securitizing such mortgages into mortgage-related securities for itsmortgage-related investment portfolio. It also purchases multifamily residential mortgages in the secondary

85

mortgage market and holds these loans either for investment or sale. Freddie Mac finances the purchases of itsmortgage-related securities and mortgage loans, and manages its interest-rate and other market risks, primarily byissuing a variety of debt instruments and entering into derivative contracts in the capital markets. Although it ischartered by Congress, Freddie Mac is solely responsible for making payments on its obligations. Neither the U.S.government nor any agency or instrumentality of the U.S. government other than Freddie Mac guarantees itsobligations.

Freddie Mac Conservatorship

Freddie Mac continues to operate under the conservatorship that commenced on September 6, 2008, conductingits business under the direction of the FHFA, Freddie Mac’s conservator (the “Conservator”). FHFA wasestablished under the Reform Act. Prior to the enactment of the Reform Act, HUD had general regulatory authorityover Freddie Mac, including authority over Freddie Mac’s affordable housing goals and new programs. Under theReform Act, FHFA now has general regulatory authority over Freddie Mac, though HUD still has authority overFreddie Mac with respect to fair lending.

Upon its appointment, FHFA, as Conservator, immediately succeeded to all rights, titles, powers and privilegesof Freddie Mac and of any stockholder, officer or director of Freddie Mac with respect to Freddie Mac and its assets,and succeeded to the title to all books, records and assets of Freddie Mac held by any other legal custodian or thirdparty. During the conservatorship, the Conservator has delegated certain authority to Freddie Mac’s Board ofDirectors to oversee, and to Freddie Mac’s management to conduct, day-to-day operations so that Freddie Mac cancontinue to operate in the ordinary course of business. There is significant uncertainty as to whether or whenFreddie Mac will emerge from conservatorship, as it has no specified termination date, and as to what changes mayoccur to Freddie Mac’s business structure during or following conservatorship, including whether Freddie Mac willcontinue to exist. While Freddie Mac is not aware of any current plans of its Conservator to significantly change itsbusiness structure in the near term, there are likely to be significant changes beyond the near-term that will bedecided by Congress and the new presidential administration that took office on January 20, 2017. We have noability to predict what regulatory and legislative policies or actions the new presidential administration will pursuewith respect to Freddie Mac.

To address deficits in Freddie Mac’s net worth, FHFA, as Conservator, entered into the Purchase Agreementwith Treasury, and (in exchange for an initial commitment fee of senior preferred stock and warrants to purchasecommon stock) Treasury made a commitment to provide funding, under certain conditions. Freddie Mac isdependent upon the continued support of Treasury and FHFA in order to continue operating its business. FreddieMac’s ability to access funds from Treasury under the Purchase Agreement is critical to keeping it solvent andavoiding appointment of a receiver by FHFA under statutory mandatory receivership provisions.

On February 11, 2011, the Obama Administration delivered a report to Congress that lays out theAdministration’s plan to reform the U.S. housing finance market, including options for structuring the government’slong-term role in a housing finance system in which the private sector is the dominant provider of mortgage credit.The report recommends winding down Freddie Mac and Fannie Mae, stating that the Administration will work withFHFA to determine the best way to responsibly reduce the role of Freddie Mac and Fannie Mae in the market andultimately wind down both institutions. The report states that these efforts must be undertaken at a deliberate pace,which takes into account the impact that these changes will have on borrowers and the housing market.

The report states that the government is committed to ensuring that Freddie Mac and Fannie Mae havesufficient capital to perform under any guarantees issued now or in the future and the ability to meet any of theirdebt obligations, and further states that the Administration will not pursue policies or reforms in a way that wouldimpair the ability of Freddie Mac and Fannie Mae to honor their obligations. The report states the Administration’sbelief that under the companies’ senior preferred stock purchase agreements with Treasury, there is sufficientfunding to ensure the orderly and deliberate wind down of Freddie Mac and Fannie Mae, as described in theAdministration’s plan.

Additional information regarding the conservatorship, the Purchase Agreement and other matters concerningFreddie Mac is available in the annual reports on Form 10-K, quarterly reports on Form 10-Q and other reports filedwith the SEC by Freddie Mac.

86

Proposed Operation of Multifamily Mortgage Business on a Stand-Alone Basis

Legislation has been proposed in Congress that, if passed into law, would require Freddie Mac to transition itsmultifamily operations to a stand-alone entity. Because proposed legislation ultimately may not be passed into lawor may be changed before it is passed into law, it is uncertain whether Freddie Mac will be required to transition itsmultifamily operations to a stand-alone entity by such proposed legislation or any other method.

If Freddie Mac were to transition its multifamily operations to one or more stand-alone entities, such entitiesmay be entitled to exercise the rights and perform the obligations of Freddie Mac under the Pooling Agreement.However, Freddie Mac’s obligations under the Freddie Mac Guarantee would continue to be the obligations ofFreddie Mac in its capacity as Guarantor of the offered certificates.

Litigation Involving the Depositor and Guarantor

For more information on Freddie Mac’s involvement as a party to various legal proceedings, see the annualreports on Form 10-K, quarterly reports on Form 10-Q and other reports filed with the SEC by Freddie Mac.

Credit Risk Retention

Freddie Mac, as sponsor and depositor of this securitization transaction, will not retain risk pursuant toprovisions of FHFA’s Credit Risk Retention Rule (12 C.F.R. Part 1234) (the “Rule”) because FHFA, as Conservatorand in furtherance of the goals of the conservatorship, has determined to exercise authority under Section1234.12(f)(3) of the Rule to sell or otherwise hedge the credit risk that Freddie Mac would be required to retain andhas instructed Freddie Mac to take such action necessary to effect this outcome. Freddie Mac also will not rely on athird party purchaser to retain risk pursuant to the Rule, as may otherwise be permitted under Section 1234.7(Commercial mortgage‐backed securities). As a result, no party will retain risk with respect to this transaction in aform or an amount pursuant to the terms of the Rule. Although Freddie Mac will not be retaining risk pursuant tothe Rule as a result of FHFA instructions, it may elect to retain, to the extent permitted by FHFA, some portion ofthe certificates.

Mortgage Loan Purchase and Servicing Standards of Freddie Mac

General. Any mortgage loans that Freddie Mac purchases must satisfy the mortgage loan purchase standardsthat are contained in the Freddie Mac Act. These standards require Freddie Mac to purchase mortgage loans of aquality, type and class that meet generally the purchase standards imposed by private institutional mortgage loaninvestors. This means the mortgage loans must be readily marketable to institutional mortgage loan investors.

The Guide. In addition to the standards in the Freddie Mac Act, which Freddie Mac cannot change, Freddie Machas established its own multifamily mortgage loan purchase standards, appraisal guidelines and servicing policiesand procedures. These are in Freddie Mac’s Multifamily Seller/Servicer Guide which can be accessed by subscribersat www.allregs.com (the “Guide”). Forms of Freddie Mac’s current loan documents can be found on Freddie Mac’swebsite, www.freddiemac.com. The master servicer, special servicer and any sub-servicer will be required to servicethe TELs other than REO Loans, REO Properties and Specially Serviced Mortgage Loans pursuant to, among otherthings, Freddie Mac Servicing Practices, including the Guide, as described in “The Pooling Agreement—ServicingUnder the Pooling Agreement” in this offering circular supplement.

Freddie Mac may waive or modify its mortgage loan purchase standards and guidelines and servicing policiesand procedures when it purchases any particular mortgage loan or afterward. We have described those changes inthis offering circular supplement if we believe they will materially change the prepayment behavior of the TELs.Freddie Mac also reserves the right to change its mortgage loan purchase standards, credit, appraisal, underwritingguidelines and servicing policies and procedures at any time. This means that the TELs may not conform at anyparticular time to all of the provisions of the Guide or Freddie Mac’s mortgage loan purchase documents.

Certain aspects of Freddie Mac’s mortgage loan purchase and servicing guidelines are summarized below.However, this summary is qualified in its entirety by the Guide, any applicable mortgage loan purchase documents,any applicable servicing agreement and any applicable supplemental disclosure.

87

Mortgage Loan Purchase Standards. Freddie Mac uses mortgage loan information available to it to determinewhich mortgage loans it will purchase, the prices it will pay for mortgage loans, how to pool the mortgage loans itpurchases and which mortgage loans it will retain in its portfolio. The information Freddie Mac uses varies overtime, and may include:

• the loan-to-value and debt service coverage ratios of the mortgage loan;

• the strength of the market in which the mortgaged real property is located;

• the strength of the mortgaged real property’s operations;

• the physical condition of the mortgaged real property;

• the financial strength of the borrower and its principals;

• the management experience and ability of the borrower and its principals or the property manager, asapplicable; and

• Freddie Mac’s evaluation of and experience with the seller of the mortgage loan.

To the extent allowed by the Freddie Mac Act, Freddie Mac has discretion to determine its mortgage loanpurchase standards and whether the mortgage loans it purchases will be securitized or held in its portfolio.

Eligible Sellers, Servicers and Warranties. Freddie Mac approves sellers and servicers of mortgage loans basedon a number of factors, including their financial condition, operational capability and mortgage loan origination andservicing experience. The seller or servicer of a mortgage loan need not be the originator of that mortgage loan.

In connection with its purchase of a mortgage loan, Freddie Mac relies on the representations and warranties ofthe seller with respect to certain matters, as is customary in the secondary market. These warranties cover suchmatters as:

• the accuracy of the information provided by the borrower;

• the accuracy and completeness of any third party reports prepared by a qualified professional;

• the validity of each mortgage as a first or junior lien, as applicable;

• the timely payments on each mortgage loan at the time of delivery to Freddie Mac;

• the physical condition of the mortgaged real property;

• the accuracy of rent schedules; and

• the originator’s compliance with applicable state and federal laws.

Mortgage Loan Servicing Policies and Procedures. Freddie Mac generally supervises servicing of the mortgageloans according to its written policies, procedures and the Guide. Each servicer must diligently perform all servicesand duties customary to the servicing of multifamily mortgages and as required by Freddie Mac Servicing Practices,which includes the Guide. These include:

• collecting and posting payments on the mortgage loans;

• investigating delinquencies and defaults;

• analyzing and recommending any special borrower requests, such as requests for assumptions, subordinatefinancing and partial release;

• submitting monthly electronic remittance reports and annual financial statements obtained from borrowers;

• administering escrow accounts;

• inspecting properties;

• responding to inquiries of borrowers or government authorities; and

• collecting and administering insurance claims.

88

Servicers service the mortgage loans, either directly or through approved sub-servicers, and receive fees fortheir services. Freddie Mac monitors the servicer’s performance through periodic and special reports and inspectionsto ensure it complies with its obligations. A servicer may remit payments to Freddie Mac under variousarrangements but these arrangements do not affect the timing of payments to investors. Freddie Mac invests thosepayments at its own risk and for its own benefit until it passes through the payments to investors. The masterservicer and the special servicer will be required to service the TELs other than REO Loans, REO Properties andSpecially Serviced Mortgage Loans pursuant to, among other things, the Guide, as described in “The PoolingAgreement—Servicing Under the Pooling Agreement” in this offering circular supplement.

DESCRIPTION OF THE RELATED BORROWERS

With respect to 5 of the TELs, secured by underlying mortgage loans that are secured by the mortgaged realproperties identified as “Morh I,” “Peterson Plaza,” “Oak Center I,” “Crossroads Of New Brighton” and“Crossroads Of Edina”, collectively representing 41.0% of the initial TEL pool balance, each of the relatedunderlying borrowers (collectively, the “Related Borrowers”) is (i) directly or indirectly majority owned by affiliatesof The Related Companies, L.P. (“Related”) and (ii) directly or indirectly controlled by Related. Each of theRelated Borrowers is either a newly formed or a recycled single purpose limited liability company or limitedpartnership structured to be bankruptcy remote. Each Related Borrower was formed for the purpose of acquiring,developing, owning and operating its respective property. The Related Borrowers will not have significant assetsother than the mortgaged real properties that they own, respectively. See “Risk Factors—Risks Related to the TELsand the Underlying Mortgage Loans—The Type of Borrower May Entail Risk” in this offering circular supplement.

With respect to each underlying mortgage loan that is made to a Related Borrower, non-recourse carve-outprovisions are guaranteed by Related.

DESCRIPTION OF THE RELATED SPONSOR

Founded more than 40 years ago, Related has experience in virtually every aspect of development, acquisitions,management, finance, fund management, marketing and sales. Related has $50 billion of real estate assets owned orunder development, including mixed-use, residential and retail, office, trade show and affordable properties in high-barrier-to-entry markets. Headquartered in New York City, Related has offices and major developments in Boston,Chicago, Los Angeles, San Francisco, South Florida, Washington, D.C., Abu Dhabi, London and Shanghai, and iswell-known for having developed the 2.8 million square foot Time Warner Center in New York City and the 72-acreCityPlace in West Palm Beach, as well as being a leader in green building.

The certificates do not represent indebtedness or obligations of Related.

DESCRIPTION OF THE TELS AND UNDERLYING MORTGAGE LOANS

General

The primary assets of the issuing entity will be a segregated pool of 13 loans, intended to be tax-exempt loans,which we refer to herein as the TELs. The TELs are funding loans made by the Originators to the fiscal agent onbehalf of various Governmental Authorities who used the proceeds to make underlying mortgage loans tounderlying borrowers to finance the acquisition and/or rehabilitation of 24 affordable multifamily housingproperties. Those mortgaged real properties are further identified and described on Exhibit A-1. The pool of TELsand pool of underlying mortgage loans will each have an initial total principal balance of approximately$310,560,704 as of the Cut-off Date, subject to a variance of plus or minus 5%.

Each TEL, and the related underlying mortgage loan funded by such TEL, have identical payment terms. EachTEL is payable primarily from payments made by the related underlying borrower on the related underlyingmortgage loan without any recourse either to the related Governmental Authority, the fiscal agent or to the relatedOriginator for any failure of the underlying borrower to make required payments on the underlying mortgage loan.The master servicer is the master servicer with respect to both the TELs and the related underlying mortgage loansand there are 4 sub-servicers of the TELs and the related underlying mortgage loans. Each underlying mortgage loan

89

is pledged to the related Originator as security for the payment of the related TEL, which security interest isassigned to the issuing entity in connection with the transfer to it of the TELs.

Because payments on, or in respect of, the underlying mortgage loans are the primary source of payments on theTELs, this offering circular supplement describes the underlying mortgage loans, the servicing of the underlyingmortgage loans and other parties involved with the underlying mortgage loans in addition to describing the TELs,the servicing of the TELs and various parties involved with the TELs.

The Cut-off Date Principal Balance of any underlying mortgage loan is equal to its outstanding principalbalance as of the Cut-off Date, after application of all monthly debt service payments due with respect to theunderlying mortgage loan on or before that date, whether or not those payments were received. Exhibit A-1 showsthe Cut-off Date Principal Balance of each underlying mortgage loan. See Exhibits A-1, A-2 and A-3 for additionalstatistical information on the TELs, the underlying mortgage loans and the mortgage pool.

Each underlying mortgage loan is an obligation of the related underlying borrower to repay a specified sumwith interest. Each underlying mortgage loan is evidenced by one or more promissory notes and secured by amortgage, deed of trust or other similar security instrument that creates a mortgage lien on the fee and/or leaseholdinterest of the related underlying borrower or another party in one or more multifamily real properties. Thatmortgage lien will, in all cases, be a first priority lien subject to certain standard permitted encumbrances and/or anysubordinate liens described in this offering circular supplement.

Except for certain limited nonrecourse carveouts, each underlying mortgage loan is a nonrecourse obligation ofthe related underlying borrower. In the event of a payment default by the underlying borrower, recourse will belimited to the corresponding mortgaged real property or properties for satisfaction of that underlying borrower’sobligations. None of the underlying mortgage loans will be insured or guaranteed by any governmental entity or byany other person.

We provide in this offering circular supplement a variety of information regarding the underlying mortgageloans. When reviewing this information, please note that--

• All numerical information provided with respect to the underlying mortgage loans is provided on anapproximate basis.

• All weighted average information provided with respect to the underlying mortgage loans reflects aweighting by their respective Cut-off Date Principal Balances.

• In calculating the Cut-off Date Principal Balances of the underlying mortgage loans, we have assumed that-

1. all scheduled payments of principal and/or interest due on the underlying mortgage loans on or beforetheir respective due dates in November 2017 are timely made; and

2. there are no prepayments or other unscheduled collections of principal with respect to any underlyingmortgage loans during the period from their due dates in October 2017 up to and including November1, 2017.

• When information with respect to mortgaged real properties is expressed as a percentage of the initial TELpool balance, the percentages are based on the Cut-off Date Principal Balances of the related underlyingmortgage loans.

• Whenever we refer to a particular mortgaged real property by name, we mean the property identified bythat name on Exhibit A-1. Whenever we refer to a particular underlying mortgage loan by name, we meanthe underlying mortgage loan secured by the mortgaged real property identified by that name on ExhibitA-1.

• Statistical information regarding the underlying mortgage loans may change prior to the Closing Date dueto changes in the composition of the mortgage pool prior to that date.

90

Underlying Mortgage Loans Made to Affiliated Underlying Borrowers

2 groups of TELs are each secured by a group of underlying mortgage loans that were made to the same oraffiliated underlying borrowers. The table below shows such group of underlying mortgage loans that has affiliatedunderlying borrowers:

Related Underlying Borrower Loans

Loan Name Cut-off Date Principal Balance(1) % of Initial TEL Pool Balance(1)

Group 1.......... Morh I(2) ........................................ $53,380,000 17.2%Peterson Plaza(2) ............................ 24,013,762 7.7Oak Center I(2) ............................... 23,500,000 7.6Crossroads Of New Brighton(2) ..... 17,609,682 5.7Plaza Townhomes ......................... 10,500,000 3.4Crossroads Of Edina(2) .................. 8,700,000 2.8

Total ..................................... $137,703,445 44.3%

Loan Name Cut-off Date Principal Balance(1) % of Initial TEL Pool Balance(1)

Group 2.......... Columbus Court ............................ $10,297,823 3.3%Columbus Court GAP ................... 1,700,000 0.5

Total ..................................... $11,997,823 3.9%

(1) Amounts may not add up to the totals shown due to rounding.

(2) Underlying mortgage loans to underlying borrowers (i) directly or indirectly majority owned by affiliates of Related and (ii)directly or indirectly controlled by Related.

See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—Mortgage Loans to AffiliatedUnderlying Borrowers May Result in More Severe Losses on the Offered Certificates” in this offering circularsupplement.

Certain Terms and Conditions of the TELs and Underlying Mortgage Loans

Due Dates. Subject, in some cases, to a next business day convention, monthly installments of principal and/orinterest will be due on the first of the month with respect to each of the TELs.

Mortgage Interest Rates; Calculations of Interest. 12 of the TELs, collectively representing 92.3% of the initialTEL pool balance, bear interest at a mortgage interest rate that, in the absence of default or modification, is fixeduntil maturity. Each such TEL accrues interest on a 30/360 Basis. 1 of the TELS, representing 7.7% of the initialTEL pool balance, accrues interest on an Actual/Actual Basis.

1 of the TELs, representing 7.7% of the initial TEL pool balance, bears interest at a floating mortgage interestrate based on SIFMA plus a margin, which adjusts on a weekly basis. Such TEL accrues interest on anActual/Actual Basis. The underlying mortgage loan related to such TEL has the benefit of an Interest Rate CapAgreement that is currently in place. The strike rate under that Interest Rate Cap Agreement is 4.000%. Certaininformation about the interest rate cap provider is provided in the table below:

Long-term SeniorUnsecured Debt Rating

Interest Rate Cap ProviderNumber of

LoansPercent of TEL Pool

Balance(1) Moody’s S&P Fitch

SMBC Capital Markets, Inc................... 1 7.7% A1 NR NR

The Interest Rate Cap Agreement requires the interest rate cap provider to pay the applicable underlyingborrower an amount equal to the amount by which SIFMA exceeds the specified cap strike rate, multiplied by anotional amount at least equal to the principal balance of the related underlying mortgage loan. The underlyingborrower’s rights under the Interest Rate Cap Agreement have been collaterally assigned to secure the related

91

underlying mortgage loans. The Interest Rate Cap Agreement expires prior to the maturity date of the relatedunderlying mortgage loan, but the related loan documents obligate the applicable underlying borrower to obtain anew interest rate cap agreement upon such expiration.

“SIFMA” means the rate of interest determined by the applicable servicer on the Wednesday of each week (or,if such day is not a business day, the immediately preceding business day) for the applicable interest adjustmentperiod, equal to the seven-day high grade market index of tax-exempt variable rate demand obligations, as producedby Municipal Market Data and published or made available by the Securities Industry and Financial MarketsAssociation or any person acting in cooperation with or under the sponsorship of the Securities Industry andFinancial Markets Association and acceptable to the applicable servicer. If SIFMA is no longer published, then“SIFMA” will mean the S&P Weekly High Grade Index. If the S&P Weekly High Grade Index is no longerpublished, then “SIFMA” will mean the prevailing rate determined by the applicable servicer for tax-exempt stateand local government bonds meeting criteria determined in good faith by the applicable servicer to be comparableunder the circumstances to the criteria used by the Securities Industry and Financial Markets Association todetermine the SIFMA immediately prior to the date on which the Securities and Financial Markets Associationceased publication of the SIFMA.

Exhibit A-1 shows the current mortgage interest rate for each of the underlying mortgage loans.

Term to Maturity. 1 of the TELs, representing 0.5% of the initial TEL pool balance, had an initial term tomaturity of 18 months. 2 of the TELs, collectively representing 8.5% of the initial TEL pool balance, had an initialterm to maturity of 191 months. 7 of the TELs, collectively representing 47.1% of the initial TEL pool balance, hadan initial term to maturity of 192 months. 2 of the TELs, collectively representing 24.8% of the initial TEL poolbalance, had an initial term to maturity of 204 months. 1 of the TELs, representing 19.1% of the initial TEL poolbalance, had an initial term to maturity of 217 months.

Balloon Loans. All of the TELs are Balloon Loans. Of those TELs that have amortization schedules, each suchschedule is significantly longer than the actual term of the TEL.

Additional Amortization Considerations. 5 of the TELs, collectively representing 27.6% of the initial TEL poolbalance, do not provide for any interest-only period, and provide for amortization for the entire loan term.

5 of the TELs, collectively representing 50.0% of the initial TEL pool balance, provide for an initial interest-only period of 24 months, followed by an amortization period for the balance of the loan term.

1 of the TELs, representing 1.9% of the initial TEL pool balance, provides for an initial interest-only period of34 months, followed by an amortization period for the balance of the loan term.

1 of the TELs, representing 20.0% of the initial TEL pool balance, provides for an initial interest-only period of36 months, followed by an amortization period for the balance of the loan term.

1 of the TELS, representing 0.5% of the initial TEL pool balance, provides for an initial interest-only periodthat extends to maturity.

Prepayment Provisions. As of origination, with respect to all but one of the TELs, the related underlyingmortgage loans provided for certain restrictions and/or requirements with respect to prepayments during someportion of their respective loan terms. The relevant restrictions and requirements will generally consist of thefollowing:

• With respect to 11 of the TELs, collectively representing 91.7% of the initial TEL pool balance, the relatedunderlying mortgage loans provide for –

1. a prepayment lockout and defeasance period, during which voluntary principal prepayments areprohibited although the related underlying mortgage loan may be defeased, followed by;

2. a prepayment consideration period, during which the related underlying mortgage loan may bedefeased or voluntary principal prepayments are restricted by requiring that any voluntary principal

92

prepayments made be accompanied by the greater of a Static Prepayment Premium and a YieldMaintenance Charge, followed by;

3. a prepayment consideration period, during which the related underlying mortgage loan may bedefeased or voluntary principal prepayments are restricted by requiring that any voluntary principalprepayments made be accompanied by a Static Prepayment Premium, followed by;

4. an open prepayment period prior to maturity during which voluntary principal prepayments may bemade without payment of any prepayment consideration.

• With respect to 1 of the TELs, representing 7.7% of the initial TEL pool balance, the related underlyingmortgage loan provides for –

1. a prepayment lockout and defeasance period, during which voluntary principal prepayments areprohibited although the related underlying mortgage loan may be defeased, followed by;

2. a prepayment consideration period, during which the related underlying mortgage loan may bedefeased or voluntary principal prepayments are restricted by requiring that any voluntary principalprepayments made be accompanied by a Static Prepayment Premium, followed by;

3. an open prepayment period prior to maturity during which voluntary principal prepayments may bemade without payment of any prepayment consideration.

• With respect to 1 of the TELs, representing 0.5% of the initial TEL pool balance, the related underlyingmortgage loan provides for an open prepayment period prior to maturity during which voluntary principalprepayments may be made without payment of any prepayment consideration.

• The Yield Maintenance Charge will be an amount generally equal to the greater of the following: (1) aspecified percentage of the principal balance of the underlying mortgage loan being prepaid; and (2) theproduct obtained by multiplying (a) the amount of principal being prepaid or accelerated, by (b) the excess,if any, of one-twelfth of the mortgage note rate over an assumed reinvestment rate, by (c) a factor thatdiscounts to present value the costs resulting to the lender from the difference in interest rates during themonths remaining in the Yield Maintenance Period (which will be required to be calculated in accordancewith the last paragraph of the definition of “Accepted Servicing Practices” in this offering circularsupplement). Generally, the assumed reinvestment rate is equal to one-twelfth of the yield rate of the U.S.Treasury security specified in the related loan documents as reported on the Treasury website five businessdays before the prepayment date, expressed as a decimal calculated to two decimal places.

The open prepayment period for any underlying mortgage loan that secures a TEL will generally begin 3months prior to the month in which such underlying mortgage loan and TEL mature, other than with respect to (i)the TEL secured by the underlying mortgage loan that is secured by the mortgaged real property identified onExhibit A-1 as “Peterson Plaza” representing 7.7% of the initial TEL pool balance, for which the open prepaymentperiod begins 72 months prior to the month in which such TEL and underlying mortgage loan matures and (ii) theTEL secured by the underlying mortgage loan that is secured by the mortgaged real property identified on ExhibitA-1 as “Columbus Court GAP” representing 0.5% of the initial TEL pool balance, for which the open prepaymentperiod begins 17 months prior to the month in which such TEL and underlying mortgage loan matures.

In addition, 1 of the underlying mortgage loans and TELs, representing 19.1% of the initial TEL pool balance,requires the related borrower to prepay in part such underlying mortgage loan and TEL if the mortgaged realproperty does not meet certain debt service coverage ratio requirements. Pursuant to the related underlyingmortgage loan documents, if the debt service coverage ratio for the mortgaged real property is less than 115%, suchrelated borrower will be required to prepay in part the underlying mortgage loan and TEL by an amount not toexceed $5,962,500.

In addition, 1 of the underlying mortgage loans and TELs, representing 1.9% of the initial TEL pool balance,requires the related borrower to prepay in part such underlying mortgage loan and TEL if the tax abatementexpected to benefit the related mortgaged real property is not obtained. See “—Additional Underlying Mortgage

93

Loan and Mortgaged Real Property Information—Tax Abatements and Exemptions” in this offering circularsupplement.

Exhibit A-1 more particularly describes the prepayment terms of the TELs and underlying mortgage loans.

Unless a TEL and related underlying mortgage loan is relatively near its stated maturity date or unless the saleprice or the amount of the refinancing of the related mortgaged real property is considerably higher than the currentoutstanding principal balance of that TEL and related underlying mortgage loan due to an increase in the value ofthe mortgaged real property or otherwise, the prepayment consideration may, even in a relatively low interest rateenvironment, offset entirely or render insignificant any economic benefit to be received by the underlying borrowerupon a refinancing or sale of the mortgaged real property. The prepayment consideration provision is intended tocreate an economic disincentive for the underlying borrower to prepay an underlying mortgage loan voluntarily.

However, we cannot assure you that the imposition of a Static Prepayment Premium or a Yield MaintenanceCharge will provide a sufficient disincentive to prevent a voluntary principal prepayment. Furthermore, certain statelaws limit the amounts that a lender may collect from an underlying borrower as an additional charge in connectionwith the prepayment of an underlying mortgage loan.

We do not make any representation as to the enforceability of the provision of any underlying mortgage loanrequiring the payment of a Static Prepayment Premium or a Yield Maintenance Charge, or of the collectability ofany Static Prepayment Premium or Yield Maintenance Charge and the Freddie Mac Guarantee excludes the paymentof Static Prepayment Premiums or Yield Maintenance Charges.

Casualty and Condemnation. In the event of a condemnation or casualty at the mortgaged real property securingany of the underlying mortgage loans securing the TELs, the underlying borrower will generally be required torestore that mortgaged real property. However, the lender may under certain circumstances apply the condemnationaward or insurance proceeds to the repayment of debt, which will not require payment of any prepayment premium.

Lockboxes. None of the underlying mortgage loans securing the TELs provide for any lockbox with springingcash management.

Escrow and Reserve Accounts. Most of the underlying mortgage loans provide for the establishment of escrowand/or reserve accounts for the purpose of holding amounts required to be on deposit as reserves for-

• taxes and insurance;

• capital improvements; and/or

• various other purposes.

As of the Closing Date, these accounts will be under the sole control of the master servicer or an approved sub-servicer. Most of the underlying mortgage loans that provide for such accounts require that the accounts be fundedout of monthly escrow and/or reserve payments by the related underlying borrower.

Tax Escrows. In the case of 10 of the TELs, collectively representing 77.0% of the initial TEL pool balance,escrows were funded or will be funded for taxes with respect to the related underlying mortgage loan. The relatedunderlying borrower for the underlying mortgage loan is generally required to deposit on a monthly basis an amountequal to one-twelfth of the annual real estate taxes and assessments. If an escrow was funded, the funds will beapplied by the master servicer to pay for taxes and assessments at the related mortgaged real property.

Insurance Escrows. In the case of 12 of the TELs, collectively representing 99.5% of the initial TEL poolbalance, escrows were funded or will be funded for insurance premiums with respect to the related underlyingmortgage loan. The related underlying borrower for the underlying mortgage loan is generally required to deposit ona monthly basis an amount equal to one-twelfth of the annual premiums payable on insurance policies that theunderlying borrower is required to maintain.

94

Under some of the other underlying mortgage loans, the insurance carried by the related underlying borrower isin the form of a blanket policy. In these cases, the amount of the escrow is an estimate of the proportional share ofthe premium allocable to the mortgaged real property, or the underlying borrower pays the premium directly. See“—Property Damage, Liability and Other Insurance” below.

Recurring Replacement Reserves. The column titled “Replacement Reserve (Monthly)” on Exhibit A-1 showsfor each applicable underlying mortgage loan the reserve deposits that the related underlying borrower has been or isrequired to make into a separate account for capital replacements and repairs.

In the case of some of the mortgaged real properties, those reserve deposits are initial amounts and may varyover time. In these cases, the related mortgage instrument and/or other related loan documents may provide forapplicable reserve deposits to cease upon achieving predetermined maximum amounts in the related reserve account.Under some of the underlying mortgage loans, the related underlying borrowers may be permitted to deliver lettersof credit from third parties in lieu of establishing and funding the reserve accounts or may substitute letters of creditand obtain release of established reserve accounts.

Engineering/Deferred Maintenance Reserves. The column titled “Engineering Escrow/Deferred Maintenance”on Exhibit A-1 shows the engineering reserves established at the origination of the corresponding underlyingmortgage loans for repairs and/or deferred maintenance items that are generally required to be corrected within 12months from origination. In certain cases, the engineering reserve for a mortgaged real property may be less than thecost estimate in the related inspection report because—

• the Governmental Authority may not have considered various items identified in the related inspectionreport significant enough to require a reserve; or

• various items identified in the related inspection report may have been corrected.

In the case of some of the mortgaged real properties securing the underlying mortgage loans, the engineeringreserve was a significant amount and substantially in excess of the cost estimate set forth in the related inspectionreport because the Governmental Authority required the underlying borrower to establish reserves for thecompletion of major work that had been commenced. In the case of some mortgaged real properties acquired withthe proceeds of the related underlying mortgage loan, the related underlying borrower escrowed an amountsubstantially in excess of the cost estimate set forth in the related inspection report because it contemplatedcompleting repairs in addition to those shown in the related inspection report. Not all engineering reserves arerequired to be replenished.

We cannot provide any assurance that the work for which reserves were required will be completed in a timelymanner or that the reserved amounts will be sufficient to cover the entire cost of the required work.

Release of Property Through Defeasance or Prepayment.

Defeasance. With respect to 11 of the TELs, collectively representing 91.7% of the initial TEL pool balance, theunderlying mortgage loans that secure such TELs permit the related underlying borrower to obtain the release of therelated mortgaged real property through defeasance of the related underlying mortgage loan.

The underlying borrower is permitted to deliver to the fiscal agent at any time prior to the commencement of theapplicable open prepayment period and subject to specified conditions, (i) direct, non-callable and non-redeemableU.S. treasury obligations, (ii) non-callable bonds, debentures, notes and other similar debt obligations issued byFreddie Mac or Fannie Mae and/or (iii) direct, non-callable and non-redeemable securities issued or fully insured asto payment by any Federal Home Loan Bank, as substitute collateral and obtain a full release of the mortgaged realproperty. In general, the securities that are to be delivered in connection with the defeasance of any underlyingmortgage loan must provide for a series of payments that—

• will be made prior, but as closely as possible, to all successive due dates through and including the maturitydate (or, in some cases, the end of the lockout period), and

95

• will, in the case of each due date, be in the total amount equal to or greater than the monthly debt servicepayment, including any applicable balloon payment, scheduled to be due on that date.

In connection with any delivery of defeasance collateral, the related underlying borrower will be required todeliver a security agreement granting the issuing entity a first priority security interest in the collateral, together withthe required legal opinions of counsel.

We do not make any representation as to the enforceability of the defeasance provisions of any of theunderlying mortgage loans.

Prepayment. All of the underlying mortgage loans permit the related underlying borrower to obtain the releaseof all of the real property securing the underlying mortgage loan upon the prepayment of such underlying mortgageloan in full, together with, in most cases, the payment of a Static Prepayment Premium or Yield Maintenance Chargeas described in “—Prepayment Provisions” above.

Due-on-Sale and Due-on-Encumbrance Provisions. All of the underlying mortgage loans contain both a due-on-sale clause and a due-on-encumbrance clause. In general, except for any Requested Transfers discussed in thenext paragraph and subject to the discussion under “—Permitted Additional Debt” below, these clauses either—

• permit the holder of the mortgage to accelerate the maturity of the subject underlying mortgage loan if therelated underlying borrower sells or otherwise transfers an interest in the corresponding mortgaged realproperty, underlying borrower or controlling entity or encumbers the corresponding mortgaged realproperty without the consent of the holder of the mortgage, unless such sale, transfer or encumbrance ispermitted by the underlying mortgage loan documents; or

• unless permitted by the loan documents, prohibit the underlying borrower from otherwise selling,transferring or encumbering the corresponding mortgaged real property without the consent of the holder ofthe mortgage.

All of the underlying mortgage loans permit one or more of the following types of transfers:

• transfer of the mortgaged real property if specified conditions are satisfied, without any adjustment to theinterest rate or to any other economic terms of an underlying mortgage loan, which conditions typicallyinclude, among other things—

1. the transferee meets lender’s eligibility, credit, management and other standards satisfactory to lenderin its sole discretion;

2. the transferee’s organization, credit and experience in the management of similar properties aredeemed by the lender, in its discretion, to be appropriate to the overall structure and documentation ofthe existing financing;

3. the corresponding mortgaged real property will be managed by a property manager meeting therequirements set forth in the loan documents; and

4. the corresponding mortgaged real property, at the time of the proposed transfer, meets all standards asto its physical condition, occupancy, net operating income and the collection of reserves satisfactory tolender in its sole discretion;

• a transfer that occurs by devise, descent, or by operation of law upon the death of a natural person to one ormore members of the decedent’s immediate family or to a trust or family conservatorship established forthe benefit of such immediate family member or members, if specified conditions are satisfied, whichconditions typically include, among other things-

1. the property manager (or a replacement property manager approved by lender), if applicable, continuesto be responsible for the management of the corresponding mortgaged real property, and such transfer

96

may not result in a change in the day-to-day operations of the corresponding mortgaged real property;and

2. those persons responsible for the management and control of the applicable underlying borrowerremain unchanged as a result of such transfer, or any replacement management is approved by lender;

• any transfer of an interest in an applicable underlying borrower or any interest in a controlling entity, suchas the transfers set forth below:

1. a sale or transfer to one or more of the transferor’s immediate family members (a spouse, parent, child,stepchild, grandchild or step-grandchild);

2. a sale or transfer to any trust having as its sole beneficiaries the transferor and/or one or more of thetransferor’s immediate family members (a spouse, parent, child, stepchild, grandchild or step-grandchild);

3. a sale or transfer from a trust to any one or more of its beneficiaries who are immediate familymembers (a spouse, parent, child, stepchild, grandchild or step-grandchild) of the transferor;

4. the substitution or replacement of the trustee of any trust with a trustee who is an immediate familymember (a spouse, parent, child, stepchild, grandchild or step-grandchild) of the transferor;

5. a sale or transfer to an entity owned and controlled by the transferor or the transferor’s immediatefamily members (a spouse, parent, child, stepchild, grandchild or step-grandchild); or

6. a transfer of non-controlling ownership interests in the related underlying borrower;

if, in each case, specified conditions are satisfied. If title to the mortgaged real property is not being transferred,these conditions typically include, among other things, that a specified entity or person retain control of theapplicable underlying borrower and manage the day-to-day operations of the corresponding mortgaged realproperty.

We make no representation as to the enforceability of any due-on-sale or due-on-encumbrance provision in anyunderlying mortgage loan.

Permitted Additional Debt.

General. Other than as described below, the underlying mortgage loans generally prohibit the underlyingborrowers from incurring, without lender consent, any additional debt secured or unsecured, direct or contingentother than customary unsecured trade payables incurred in the ordinary course of owning and operating thecorresponding mortgaged real property that do not exceed, in the aggregate, at any time a maximum amount of upto 2.0% of the original principal amount of the corresponding underlying mortgage loan and are paid within 60 daysof the date incurred.

Each unsecured debt creditor could cause the related underlying borrower to seek protection under theapplicable bankruptcy laws. See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—TheType of Borrower May Entail Risk” in this offering circular supplement.

Subordinate Liens. With respect to the TEL secured by the underlying mortgage loan that is secured by themortgaged real properties identified on Exhibit A-1 as “Kennedy Brothers Communities And Kennedy Estates,”“Rafael Marmolejo, Jr. Apartments,” “Dwight D. Eisenhower Apartments,” “Lyndon B. Johnson Apartments,”“George Webber Memorial Apartments,” “Everett Alvarez Apartments,” “Harry S. Truman Apartments,” “J. E.Anderson Apartments,” “Raymond Telles Manor,” “Lt. Palmer Baird Memorial Apartments,” “Juan Hart MemorialApartments,” “Aloysius A. Ochoa Apartments” and “Woodrow Bean Apartments,” representing 19.1% of the initialTEL pool balance, the underlying borrower under the underlying mortgage loan has obtained a subordinate loan infavor of the Housing Authority of the City of El Paso in the amount of $77,080,000 (the “HACEP SubordinateLoan”), a subordinate loan in favor of the Paisano Housing Redevelopment Corporation in the amount of

97

$31,747,976 (the “El Paso Gap Loan”) and a subordinate loan in favor of Centerline Mortgage Partners Inc. in theamount of $66,925,000 (the “El Paso B Bonds”). The HACEP Subordinate Loan accrues interest at a rate of 3.31%per annum and has a maturity date of April 1, 2065. The El Paso Gap Loan does not accrue interest and has a

to mature on October 1, 2018.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real property identified on Exhibit A-1 as “Columbus Court” and “Columbus Court GAP,” collectivelyrepresenting 3.9% of the initial TEL pool balance, the underlying borrower under the underlying mortgage loans hasobtained 2 subordinate loans in the amounts of $3,175,000 (the “FHFC Subordinate Loan”) and $789,900 (the “ELISubordinate Loan”), respectively, in favor of FHFC. The FHFC Subordinate Loan accrues interest at a rate of1.00% per annum and has a maturity date of December 29, 2032. The ELI Subordinate Loan does not accrueinterest and has a maturity date of December 29, 2032.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Crossroads Of Edina,” representing 2.8% of the initial TEL pool balance,the underlying borrower under the underlying mortgage loan has obtained a subordinate loan in the amount of$3,190,365 in favor of the Minnesota Housing Finance Agency. The subordinate loan does not accrue interest andhas a maturity date of June 1, 2046.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Ethan Terrace Apartments,” representing 1.9% of the initial TEL poolbalance, the underlying borrower under the underlying mortgage loan has obtained a subordinate loan in the amountof $4,000,000 in favor of the Sacramento Housing and Redevelopment Agency. The subordinate loan accruesinterest at a rate of 4.0% per annum and has a maturity date of December 17, 2072.

The loan documents require that any such subordinate debt be governed by a subordination agreement whichwill, in general, govern the respective rights of the holder of the subordinate loan and the issuing entity as the holderof the related senior mortgage loan. The following paragraphs describe certain provisions that are included in theintercreditor agreements, but they do not purport to be complete and are subject, and qualified in their entirety byreference to the actual provisions of each intercreditor agreement. The issuing entity as the holder of the senior loanis referred to in these paragraphs as the lender for the senior underlying mortgage loan and the related underlyingmortgage loan included in the issuing entity is referred to as the senior mortgage loan. Any related subordinate loanis referred to as the subordinate loan and the related holder of the subordinate mortgage is called the subordinatemortgage lender.

The subordinate mortgages are subject to a subordination agreement between the subordinate mortgage lenderand the lender for the underlying senior mortgage loan, which provides that, among other things:

• If an event of default occurs under the subordinate mortgage loan documents, the subordinate mortgagelender may commence an enforcement action on the date, if any, on which the lender of the underlyingsenior mortgage loan consents in writing to such enforcement action; provided, however, that with respectto the mortgaged real properties identified on Exhibit A-1 as “Kennedy Brothers Communities AndKennedy Estates,” “Rafael Marmolejo, Jr. Apartments,” “Dwight D. Eisenhower Apartments,” “Lyndon B.Johnson Apartments,” “George Webber Memorial Apartments,” “Everett Alvarez Apartments,” “Harry S.Truman Apartments,” “J. E. Anderson Apartments,” “Raymond Telles Manor,” “Lt. Palmer BairdMemorial Apartments,” “Juan Hart Memorial Apartments,” “Aloysius A. Ochoa Apartments” and“Woodrow Bean Apartments,” “Columbus Court,” “Crossroads Of Edina” and “Ethan TerraceApartments,” the subordination agreements permit the subordinate mortgage lender to commence anenforcement action on the earlier of (i) 90 days after subordinate mortgage lender provides written notice tolender of underlying senior mortgage loan, or (ii) consent of lender of underlying senior mortgage loan.

• The subordinate mortgage loan and the subordinate indebtedness are subordinate to the underlying seniormortgage loan in right of payment. The subordinate mortgage and the subordinate mortgage loandocuments are subordinate to the liens, terms, covenants and conditions of the underlying senior mortgageloan and each of the underlying senior mortgage loan documents. The subordinate mortgage lender may not

maturity date of April 1, 2065. The El Paso B Bonds accrue interest at a rate of 1.00% per annum and are scheduled

98

accept any payments pursuant to the subordinate mortgage loan following receipt of notice or actualknowledge of a default under the underlying senior mortgage loan.

• The subordinate indebtedness is payable solely from 100% of the surplus cash after payment of the seniorindebtedness, the maintenance of any required escrow or reserve accounts, property management fees andall reasonable operating expenses, while the underlying mortgage loan remains outstanding; provided,however, that with respect to the mortgaged real property identified on Exhibit A-1 as “Crossroads OfEdina,” the subordinate indebtedness is payable solely from 75.0% of the surplus cash.

• Any default under the subordinate mortgage loan documents constitutes a default under the underlyingsenior mortgage loan.

• After the occurrence of an event of default under the subordinate mortgage loan, the lender for theunderlying senior mortgage loan may, but is not obligated to, cure such default until such time, if ever, asthe lender for the underlying senior mortgage loan gives notice of written consent to any enforcementaction. All amounts advanced or expended by the lender for the underlying senior mortgage loan to cureany default under the subordinate mortgage loan may be added to the indebtedness on the underlying seniormortgage loan.

• The subordinate mortgage lender has the right to receive notice of any event of default under the underlyingsenior mortgage loan within five days from the date on which the lender for the underlying senior mortgageloan provides notice to the underlying borrower of such default. The subordinate mortgage lender may, butis not obligated to, cure any default under the underlying senior mortgage loan within the period of timepermitted by the underlying borrower in the senior loan documents.

• The subordinate mortgage loan may not be modified without the consent of the lender for the underlyingsenior mortgage loan; nor may the subordinate mortgage lender, without consent of the lender for theunderlying senior mortgage loan, take any of the following actions: (i) amend, modify, waive, extend,renew or replace any provision of the subordinate loan documents, (ii) pledge, assign, transfer, convey orsell any interest in the subordinate indebtedness or any of the subordinate loan documents, (iii) accept anypayment on account of the subordinate indebtedness other than a regularly scheduled payment of principaland interest made not earlier than ten days prior to its due date and not in excess of 75.0% of the thenavailable surplus cash (except as described above), (iv) take any action which has the effect of increasingthe subordinate indebtedness, (v) appear in, defend or bring any action to protect the subordinatemortgage lender’s interest in the mortgaged real property, or (vi) take any action concerningenvironmental matters affecting the mortgaged real property. With respect to the mortgaged real propertyidentified on Exhibit A-1 as “Columbus Court,” the subordinate mortgage lender may not accept anypayment on account of the subordinate indebtedness other than a regularly scheduled payment of principaland interest made not earlier than ten days prior to its due date and not in excess of 100% of the thenavailable surplus cash without consent of the lender for the underlying senior mortgage loan.

• The lender for the underlying senior mortgage loan generally may amend, waive, postpone, extend, renew,replace, reduce or otherwise modify any provisions of the underlying senior mortgage loan and theunderlying senior mortgage loan documents without the subordinate mortgage lender’s consent and withoutaffecting any of the provisions of the related subordination agreement.

In each case, the lender for the related senior underlying mortgage loan generally may waive, postpone, extend,reduce or otherwise modify any provisions of the related senior underlying mortgage loan and the related seniorunderlying mortgage loan documents without the related subordinate mortgage lender’s consent; provided, however,that in most cases the lender for the related senior underlying mortgage loan may not increase the indebtedness underthe related senior underlying mortgage loan without the consent of the related subordinate mortgage lender, except forincreases in the indebtedness related to the related senior underlying mortgage loan that result from advances made bythe related lender for the related senior underlying mortgage loan to protect the security or lien priority of the relatedsenior underlying mortgage loan or to cure defaults under the related subordinate mortgage loan documents.

Unsecured Subordinate Debt. With respect to the TEL secured by the underlying mortgage loan that is securedby the mortgaged real property identified on Exhibit A-1 as “Squire Village,” representing 20.0% of the initial TEL

99

pool balance, the underlying borrower under the underlying mortgage loan has obtained a subordinate unsecuredloan in the amount of $6,200,000 in favor of Ross Affordable Housing Preservation Fund, LLC. The subordinateloan accrues interest at a rate of 4.25% per annum, compounding annually, and has a maturity date of November 1,2032.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Marcella Manor,” representing 6.6% of the initial TEL pool balance, theunderlying borrower under the underlying mortgage loan has obtained a subordinate unsecured loan in the amountof $7,395,000 in favor of PNC Bank, National Association. The subordinate loan accrues interest at a rate of LIBORplus 1.9% per annum, compounding annually, and has a maturity date of February 22, 2021.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Columbus Court” and “Columbus Court GAP,” collectivelyrepresenting 3.9% of the initial TEL pool balance, the underlying borrower under the underlying mortgage loan hasobtained a subordinate unsecured loan in the amount of $5,900,000 in favor of Regions Bank. The subordinate loanaccrues interest at a rate of LIBOR plus 3.0% per annum, computed on an Actual/360 Basis, and has a maturity dateof December 29, 2017.

Property Damage, Liability and Other Insurance. The loan documents for each of the underlying mortgageloans generally require that with respect to the related mortgaged real property the related underlying borrowermaintain property damage, flood (if any portion of the improvements of the subject property is in a flood zone),commercial general liability and business income/rental value insurance in the amounts required by the loandocuments, subject to exceptions in some cases for tenant insurance.

We cannot assure you regarding the extent to which the mortgaged real properties securing the underlyingmortgage loans that secure the TELs will be insured against earthquake risks. With respect to the TELs secured bythe underlying mortgage loans that are secured by the mortgaged real properties identified on Exhibit A-1 as “MorhI,” “Oak Center I,” “Plaza Townhomes” and “Ethan Terrace Apartments,” collectively representing 30.0% of theinitial TEL pool balance, each such mortgaged real property is partially or fully located in seismic zones 3 or 4 or ageographic location with a horizontal peak ground acceleration equal to or greater than 0.15g and a seismicassessment was performed to assess the scenario expected loss or probable maximum loss. Earthquake insurancewas not required with respect to the mortgaged real properties located in seismic zones 3 or 4 or a geographiclocation with a horizontal peak ground acceleration equal to or greater than 0.15g for which a scenario expected lossassessment or a probable maximum loss assessment was performed because the scenario expected loss or probablemaximum loss for each of those mortgaged real properties is less than or equal to 20% of the amount of thereplacement cost of the improvements.

Subject to the discussion below regarding insurance for acts of terrorism, the master servicer will be required touse reasonable efforts in accordance with the Servicing Standard to cause each related underlying borrower tomaintain, and, if such underlying borrower does not so maintain, the master servicer will itself cause to bemaintained, for each mortgaged real property (including each mortgaged real property relating to any SpeciallyServiced Mortgage Loan) all insurance coverage as is required under the related loan documents or the ServicingStandard. The master servicer will not be required to require the related underlying borrower to obtain or maintainearthquake or flood insurance coverage that is not available at commercially reasonable rates, as determined by themaster servicer in accordance with the Servicing Standard. If such underlying borrower fails to do so, the masterservicer must maintain that insurance coverage, to the extent—

• the trustee has an insurable interest;

• the insurance coverage is available at commercially reasonable rates, as determined by the master servicerin accordance with the Servicing Standard; and

• any related Servicing Advance is deemed by the master servicer to be recoverable from collections on therelated underlying mortgage loan.

However, the master servicer will not be required to declare a default under an underlying mortgage loan if therelated underlying borrower fails to maintain insurance providing for coverage for property damage resulting from a

100

terrorist or similar act, and the master servicer need not maintain (or require the underlying borrower to obtain) suchinsurance, if the special servicer has determined (after due inquiry in accordance with the Servicing Standard andwith the consent of the Approved Directing Certificateholder (if any), which consent is subject to certain limitationsand a specified time period as set forth in the Pooling Agreement; provided that the special servicer will not followany such direction, or refrain from acting based on the lack of any such direction, of such Approved DirectingCertificateholder, if following any such direction of such Approved Directing Certificateholder or refraining fromtaking such action based on the lack of any such direction of such Approved Directing Certificateholder wouldviolate the Servicing Standard), in accordance with the Servicing Standard, that either:

• such insurance is not available at commercially reasonable rates and such hazards are not at the timecommonly insured against for properties similar to the related mortgaged real property and located in andaround the region in which the mortgaged real property is located; or

• such insurance is not available at any rate.

The insurance coverage required to be maintained by the underlying borrowers may not cover any physicaldamage resulting from, among other things, war, revolution, or nuclear, biological, chemical or radiologicalmaterials. In addition, even if a type of loss is covered by the insurance policies required to be in place at themortgaged real property, the mortgaged real property may suffer losses for which the insurance coverage isinadequate. For example, in the case where terrorism coverage is included under a policy, if the terrorist attack is,for example, nuclear, biological or chemical in nature, the policy may include an exclusion that precludes coveragefor such terrorist attack.

Various forms of insurance maintained with respect to one or more of the mortgaged real properties securingthe underlying mortgage loans, including casualty insurance, may be provided under a blanket insurance policy.That blanket insurance policy will also cover other real properties, some of which may not secure underlyingmortgage loans. As a result of total limits under any of those blanket policies, losses at other properties covered bythe blanket insurance policy may reduce the amount of insurance coverage with respect to a property securing one ofthe underlying mortgage loans.

The underlying mortgage loans generally provide that insurance and condemnation proceeds are to be appliedeither—

• to restore the related mortgaged real property (with any balance to be paid to the underlying borrower); or

• towards payment of the underlying mortgage loan.

With respect to any REO Property, the special servicer will be required to maintain one or more insurancepolicies sufficient to provide no less coverage than was previously required of the underlying borrower under therelated loan documents or any such lesser amount of coverage previously required by the master servicer when suchREO Loan was a non-Specially Serviced Mortgage Loan or, at the special servicer’s election and with the consentof the Approved Directing Certificateholder (if any) (which consent is subject to certain limitations and a specifiedtime period as set forth in the Pooling Agreement), coverage satisfying insurance requirements consistent with theServicing Standard, provided that such coverage is available at commercially reasonable rates and to the extent thetrustee as mortgagee of record on behalf of the issuing entity has an insurable interest. The special servicer, to theextent consistent with the Servicing Standard, may maintain earthquake insurance on REO Properties, provided thatcoverage is available at commercially reasonable rates and to the extent the trustee as mortgagee of record on behalfof the issuing entity has an insurable interest.

The master servicer and the special servicer may each satisfy its obligations regarding maintenance of theproperty damage insurance policies by maintaining a lender placed insurance policy that provides protectionequivalent to the individual policies otherwise required by the loan documents or the Servicing Standard (includingcontaining a deductible clause consistent with the Servicing Standard) insuring against hazard losses with respect toall of the mortgaged real properties and/or REO Properties in the issuing entity for which it is responsible. Solely inthe event that Accepted Servicing Practices is the applicable Servicing Standard, the deductible clause (if any) in thelender placed insurance policy referred to in the preceding sentence is required to be in an amount not in excess ofcustomary amounts, in which case if (i) an insurance policy complying with the loan documents or the Servicing

101

Standard or, in the case of REO Properties, as permitted by the Pooling Agreement or consistent with the ServicingStandard, if applicable, is not maintained on the related mortgaged real property or REO Property and (ii) there arelosses which would have been covered by such insurance policy had it been maintained, the master servicer or thespecial servicer, as applicable, must deposit into the collection account from the master servicer’s or the specialservicer’s, as applicable, own funds the portion of such loss or losses that would have been covered under suchinsurance policy but is not covered under the lender placed insurance policy because such deductible exceeds thedeductible limitation required by the related loan documents or the Servicing Standard or, in the case of REOProperties, as permitted by the Pooling Agreement or, in the absence of any such deductible limitation, thedeductible limitation which is consistent with the Servicing Standard. Any incremental costs (excluding anyminimum or standby premium payable for a lender placed insurance policy, whether or not any mortgaged realproperty or REO Property is covered thereby) incurred by the master servicer or the special servicer, as applicable, ifsuch master servicer or special servicer causes any mortgaged real property or REO Property to be covered by alender placed insurance policy will be paid by the master servicer as a Servicing Advance (subject to anonrecoverability determination).

Characteristics of Mortgaged Real Properties

Exhibits A-1, A-2 and A-3 present in detail various characteristics of the underlying mortgage loans and of thecorresponding mortgaged real properties, on an individual basis and in tabular format. The statistics in the tables andschedules on Exhibits A-1, A-2 and A-3 were derived, in many cases, from information and operating statementsfurnished by or on behalf of the respective underlying borrowers of the underlying mortgage loans. The informationand the operating statements were generally unaudited and have not been independently verified by us or FreddieMac.

Additional Underlying Mortgage Loan and Mortgaged Real Property Information

Ground Leases. With respect to the TEL secured by the underlying mortgage loan secured by the mortgagedreal properties identified on Exhibit A-1 as “Kennedy Brothers Communities And Kennedy Estates,” “RafaelMarmolejo, Jr. Apartments,” “Dwight D. Eisenhower Apartments,” “Lyndon B. Johnson Apartments,” “GeorgeWebber Memorial Apartments,” “Everett Alvarez Apartments,” “Harry S. Truman Apartments,” “J. E. AndersonApartments,” “Raymond Telles Manor,” “Lt. Palmer Baird Memorial Apartments,” “Juan Hart MemorialApartments,” “Aloysius A. Ochoa Apartments” and “Woodrow Bean Apartments,” representing 19.1% of the initialmortgage pool balance, such underlying mortgage loan is secured by the leasehold interest of the related borrower insuch mortgaged real properties. The mortgaged real property is subject to a ground lease dated April 1, 2015,between HACEP, as ground lessor, and the related borrower, as ground lessee. The current fixed rent under theground lease is $135,999, payable in annual installments. The ground lease is scheduled to terminate in 2090.

Borrower Structures. With respect to all of the underlying mortgage loans, the related underlying borrowers aresingle purpose entities whose organizational documents or the terms of the underlying mortgage loans limit theiractivities to the ownership of only the related mortgaged real property and, subject to exceptions, including relatingto subordinate debt secured by the related mortgaged real properties, generally limit the underlying borrowers’ability to incur additional indebtedness other than trade payables and equipment financing relating to the applicablemortgaged real properties in the ordinary course of business. Each of the underlying borrower entities consists of atleast one general partner and a limited partner who has provided equity funding for the project in exchange forcertain tax benefits, consisting primarily of low-income housing tax credits, depreciation and losses.

In addition, with respect to some of the underlying mortgage loans, the related nonrecourse carveout provisionsof the related loan documents may be guaranteed, in whole or in part, by non-U.S. individuals or entities, which maydecrease the likelihood of recovery under such guarantee. In addition, some of the underlying mortgage loans maybe guaranteed, in whole or in part, by sponsors of the related underlying borrowers or other parties that are funds orother entities, the terms of which may be subject to expiration or other structural contingencies. In such cases, therelated loan documents may require such entities to extend their terms or to otherwise take action or provideadditional security to the lender regarding the continued existence of such entities during the terms of the underlyingmortgage loans.

102

We cannot assure you that circumstances that may arise if such underlying borrowers do not observe thecovenants will not adversely impact such underlying borrowers or the operations at or the value of such mortgagedreal properties.

See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—The Type of Borrower MayEntail Risk” in this offering circular supplement for a further description of each of these underlying borrowerstructures.

Delinquencies. None of the underlying mortgage loans was, as of November 1, 2017, 30 days or moredelinquent with respect to any monthly debt service payment.

Title, Survey and Similar Issues. The permanent improvements on certain of the mortgaged real properties mayencroach over an easement or a setback line or onto another property. In other instances, certain oil, gas or waterestates may affect a property. Generally, in those cases, either (i) the related lender’s title policy insures against lossif a court orders the removal of the improvements causing the encroachment or (ii) the respective title and/or surveyissue was analyzed by the originating lender and determined not to materially affect the respective mortgaged realproperty for its intended use. There is no assurance, however, that any such analysis in this regard is correct, or thatsuch determination was made in each and every case.

Restrictive Covenants and Contractual Covenants. Some of the multifamily rental properties that secure theunderlying mortgage loans may be subject to land use restrictive covenants or contractual covenants.

For example, all of the mortgaged real properties are subject to a land use restriction agreement in favor of alocal, state or federal agency. The agreements generally require that all or a portion of the units at each mortgagedreal property be reserved for tenants earning no more than a specified income threshold. Such income thresholdsrange from 40.0% to 100% of the related area median income, subject to certain rental restrictions.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Marcella Manor,” “Crossroads Of New Brighton” and“Northgate Plaza,” collectively representing 16.5% of the initial TEL pool balance, the sponsor of each relatedborrower reported that each such mortgaged real property is subject to an age-restriction or is marketed as being anage-restricted property generally requiring that all tenants must be at least 62 years of age.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Aloysius A. Ochoa Apartments,” “Peterson Plaza” and“Marcella Manor,” collectively representing 14.7% of the initial TEL pool balance, the sponsor of each relatedborrower reported that each such mortgaged real property is subject to an age-restriction or is marketed as being anage-restricted property generally requiring that all tenants must be at least 55 years of age.

Low Income Housing Tax Credits. Some of the mortgaged real properties that secure the underlying mortgageloans may entitle or may have entitled their owners to receive low income housing tax credits pursuant to CodeSection 42.

For example, all of the mortgaged real properties are subject to a land use restriction agreement in favor of alocal, state or federal agency made in connection with the allocation of federal low-income housing tax credits underCode Section 42. The agreements generally require that all or a portion of the units at each mortgaged real propertybe reserved for tenants earning no more than a specified income threshold. Such income thresholds range from45.0% to 60.0% of the related area median income, subject to certain rental restrictions.

Rental Subsidy Programs. Some of the mortgaged real properties have tenants that rely on rent subsidies undervarious government funded programs, including Section 8. In addition, with respect to certain of the underlyingmortgage loans, the underlying borrower may receive subsidies or other assistance from government programs.

For example, with respect to certain of the underlying mortgage loans, the underlying borrower may receivesubsidies or other assistance from government programs. Generally, a mortgaged real property receiving suchsubsidy or assistance must satisfy certain requirements, the underlying borrower must observe certain leasingpractices and/or the tenant(s) must regularly meet certain income requirements. For example, with respect to theTELs secured by underlying mortgage loans that are secured by the mortgaged real properties identified on ExhibitA-1 as “Squire Village,” “Kennedy Brothers Communities And Kennedy Estates,” “Rafael Marmolejo, Jr.

103

Apartments,” “Dwight D. Eisenhower Apartments,” “Lyndon B. Johnson Apartments,” “George Webber MemorialApartments,” “Everett Alvarez Apartments,” “Harry S. Truman Apartments,” “J. E. Anderson Apartments,”“Raymond Telles Manor,” “Lt. Palmer Baird Memorial Apartments,” “Juan Hart Memorial Apartments,” “AloysiusA. Ochoa Apartments,” “Woodrow Bean Apartments,” “Morh I,” “Peterson Plaza,” “Oak Center I,” “MarcellaManor,” “Crossroads Of New Brighton,” “Northgate Plaza,” “Columbus Court,” “Plaza Townhomes” and“Crossroads Of Edina,” collectively representing 98.1% of the initial TEL pool balance, each such mortgaged realproperty is subject to a project-based Section 8 Housing Assistance Payments (“HAP”) contract. The HAP contractcannot be assigned by the lender without the consent of the United States Department of Housing and UrbanDevelopment (“HUD”) or a state or local housing agency and will not be assigned to the issuing entity. We cannotassure you that such programs will continue in their present form or that the underlying borrowers will continue tocomply with the requirements of the programs to enable the underlying borrowers to receive the subsidies in thefuture or that the level of assistance provided will be sufficient to generate enough revenues for the underlyingborrowers to meet their obligations under the underlying mortgage loans, nor can we assure you that any transfereeof the mortgaged real property, whether through foreclosure or otherwise, will obtain the consent of HUD or anystate or local housing agency.

Tax Abatements and Exemptions. Some of the mortgaged real properties that secure the underlying mortgageloans may entitle or may have entitled their owners to receive tax abatements or exemptions or may be subject toreduced taxes in connection with a “payment in lieu of taxes” (“PILOT”) agreement.

For example, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Squire Village,” representing 20.0% of the initial TEL pool balance, suchmortgaged real property benefits from a tax abatement granted by the Town of Manchester. The tax abatement wasmade in connection with a land use restriction agreement. The tax abatement is perpetual so long as the relatedborrower continues to be operated under such land use restriction agreement.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal properties identified on Exhibit A-1 as “Kennedy Brothers Communities And Kennedy Estates,” “RafaelMarmolejo, Jr. Apartments,” “Dwight D. Eisenhower Apartments,” “Lyndon B. Johnson Apartments,” “GeorgeWebber Memorial Apartments,” “Everett Alvarez Apartments,” “Harry S. Truman Apartments,” “J. E. AndersonApartments,” “Raymond Telles Manor,” “Lt. Palmer Baird Memorial Apartments,” “Juan Hart MemorialApartments,” “Aloysius A. Ochoa Apartments,” “Woodrow Bean Apartments,” representing 19.1% of the initialTEL pool balance, each such mortgaged real property benefit from a tax abatement granted by the El Paso AppraisalDistrict. The tax abatement is perpetual for so long as there is no change in the use or ownership of the mortgagedreal properties.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Crossroads Of New Brighton,” “Northgate Plaza” and“Crossroads Of Edina,” collectively representing 12.7% of the initial TEL pool balance, each such mortgaged realproperty benefits from a tax abatement granted by the Minnesota Housing Finance Agency. In each case, the taxabatement is scheduled to terminate when the Minnesota Housing Finance Agency no longer certifies the mortgagedreal property for the tax abatement. In the event that the related mortgaged real property no longer benefits from atax abatement, the related loan documents require the borrower to escrow an amount equal to 12 months’ of propertytaxes.

In addition, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Morh I” and “Oak Center I,” collectively representing24.8% of the initial TEL pool balance, each such mortgaged real property benefits from a tax abatement granted bythe Alameda County Assessor and the California State Board of Equalization. The sponsor of each related borrowerreported that the tax abatement is scheduled to terminate on September 24, 2018.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Plaza Townhomes” collectively representing 3.4% of the initial TEL poolbalance, such mortgaged real property benefits from a tax abatement granted by the Portland Housing Bureau. Thesponsor of the related borrower reported that the tax abatement is scheduled to terminate on July 1, 2018.

104

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Ethan Terrace Apartments,” representing 1.9% of the initial TEL poolbalance, such mortgaged real property benefits from a tax abatement granted by the California State Board ofEqualization. Pursuant to the related loan documents, if the related borrower does not obtain approval for the taxabatement within 24 months after the closing date of the related underlying mortgage loan, the related loandocuments require the borrower to prepay in part the underlying mortgage loan and TEL by $1,128,000.

Litigation. There may be pending or, from time to time, threatened legal proceedings against the underlyingborrowers under the underlying mortgage loans, the property managers of the related mortgaged real properties andtheir respective affiliates, arising out of the ordinary business of those underlying borrowers, property managers andaffiliates.

For example, with respect to the TELs secured by the underlying mortgage loans that are secured by themortgaged real properties identified on Exhibit A-1 as “Morh I,” “ Peterson Plaza,” “Oak Center I,” “Crossroads OfNew Brighton,” “Plaza Townhomes” and “Crossroads Of Edina,” collectively representing 44.3% of the initial TELpool balance, the sponsor of each related borrower disclosed that it is subject to 3 pending lawsuits brought by aformer joint venture partner in connection with such sponsor’s alleged breach of contract, tortious interference andbreach of fiduciary duty, among other claims. The plaintiff alleges that the sponsor released funds from asegregated bank account in bad faith. The court ruled in favor of the plaintiff in 1 of the lawsuits and entered ajudgment against the sponsor in the amount of $5,894,391. The sponsor is appealing the award of the finaljudgment and is in the process of settling the remaining lawsuits.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Marcella Manor,” representing 6.6% of the initial TEL pool balance, thesponsor of the related borrower disclosed that it is subject to pending lawsuits in connection with 5 sponsor-affiliated properties other than the mortgaged real property. The subjects of the lawsuits include, among otherclaims, a shooting, an alleged breach of contract, a slip-and-fall case and a class action complaint.

Redevelopment or Renovation. Certain mortgaged real properties are subject to current or future redevelopment,renovation or construction.

For example, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Kennedy Brothers Communities And Kennedy Estates,” representing6.7% of the initial TEL pool balance, the sponsor of the related borrower reported that such mortgaged real propertycurrently has 4 unavailable units due to water damage. The estimated cost to repair the unavailable units is $15,000.

In addition, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Harry S. Truman Apartments,” representing 0.9% of the initial TEL poolbalance, the sponsor of the related borrower reported that such mortgaged real property currently has 1 unavailableunit due to a fire. The estimated cost to repair the unavailable unit is $30,000.

Underwriting Matters

The information provided by us in this offering circular supplement regarding the condition of the mortgagedreal properties, any environmental conditions at the mortgaged real properties, valuations of or market informationrelating to the mortgaged real properties or legal compliance of the mortgaged real properties is based on reportsdescribed below under “—Environmental Assessments,” “—Property Condition Assessments,” “—Appraisals andMarket Studies” and “—Zoning and Building Code Compliance,” provided by certain third-party independent

General. Each underlying mortgage loan was generally underwritten by the applicable Originator substantially in accordance with the standards in the Freddie Mac Act and the Guide, each as described in “Description of the Depositor and Guarantor—Mortgage Loan Purchase and Servicing Standards of Freddie Mac” in this offering circular supplement, and was then originated by or for the applicable Governmental Authority. In connection with the origination of each of the underlying mortgage loans, the applicable Originator evaluated the corresponding mortgaged real property or properties in a manner generally consistent with the standards described in this “—Underwriting Matters” section.

105

contractors. Such reports have not been independently verified by any of the parties to the Pooling Agreement or theaffiliates of any of these parties.

Subject to certain exceptions, the property condition assessments and appraisals described in this section weregenerally performed in connection with the origination of the underlying mortgage loans, which were originatedbetween April 9, 2015 and August 25, 2016. We have not obtained updated property condition assessments orappraisals in connection with this securitization. We cannot assure you that the information in such propertycondition reports and appraisals reflect the current condition of or estimate of the current or prospective value of themortgaged real properties.

Environmental Assessments. With respect to all of the mortgaged real properties, Phase I environmental siteassessments were prepared in connection with the origination of the underlying mortgage loans. The environmentalsite assessments, meeting criteria consistent with the Servicing Standard, were prepared pursuant to ASTMInternational standards for “Phase I” environmental site assessments. In addition to the Phase I standards, many ofthe environmental reports included additional research, such as limited sampling for asbestos-containing material,lead-based paint and radon, depending on the property use and/or age. Additionally, as needed pursuant to ASTMInternational standards, supplemental “Phase II” site sampling investigations were completed for some mortgagedreal properties to evaluate further certain environmental issues. We cannot assure you that the environmentalassessments or investigations, as applicable, identified all environmental conditions and risks at, or that anyenvironmental conditions will not have a material adverse effect on the value of or cash flow from, one or more ofthe mortgaged real properties.

For example, with respect to the TEL secured by the underlying mortgage loan that is secured by the mortgagedreal property identified on Exhibit A-1 as “Peterson Plaza,” representing 7.7% of the initial TEL pool balance, therelated environmental consultant identified a recognized environmental condition (“REC”) in connection with themortgaged real property’s prior use as a dry cleaning facility, gas station and dye manufacturing plant. A Phase IIenvironmental assessment identified subsurface soil and groundwater contamination at the mortgaged real property.The related environmental consultant submitted a plan of remediation which was approved by the relatedenvironmental regulatory agency. Such environmental regulatory agency issued a no further remediation letteracknowledging that the subsurface contaminants do not constitute a threat to human health and no further action isrequired.

With respect to all of the mortgaged real properties securing the underlying mortgage loans, a search ofenvironmental databases or ESAs were conducted with respect to such underlying mortgaged real properties. Wecannot assure you that the environmental database searches identified all environmental conditions and risks at, orthat any environmental conditions will not have a material adverse effect on the value of or cash flow from, one ormore of the mortgaged real properties.

If the environmental investigations described above identified material adverse or potentially material adverseenvironmental conditions at or with respect to any of the respective mortgaged real properties securing anunderlying mortgage loan or at a nearby property with potential to affect a mortgaged real property, then theapplicable Governmental Authority may have taken or caused to be taken one or more of the following actions:

• an environmental consultant investigated those conditions and recommended no further investigations orremediation;

• an operation and maintenance plan or other remediation was required and/or an escrow reserve wasestablished to cover the estimated costs of obtaining that plan and/or effecting that remediation;

• those conditions were remediated or abated prior to the Closing Date;

• a letter was obtained from the applicable regulatory authority stating that no further action was required;

• another responsible party has agreed to indemnify the holder of the underlying mortgage loan from anylosses that such party suffers as a result of such environmental conditions;

• an environmental insurance policy was obtained with respect to the mortgaged real property;

106

• in those cases in which it was known that an offsite property is the location of a leaking undergroundstorage tank (“UST”) or groundwater contamination, a responsible party other than the related underlyingborrower has been identified under applicable law, and generally one or more of the following are true—

1. that condition is not known to have affected the mortgaged real property; or

2. the responsible party has either received a letter from the applicable regulatory agency stating nofurther action is required, established a remediation fund, engaged in responsive remediation, orprovided an indemnity or guaranty to the underlying borrower or the mortgagee/lender; and/or

• in those cases involving mortgage loans with an original principal balance of less than $1,000,000, theunderlying borrower expressly agreed to comply with all federal, state and local statutes or regulationsrespecting the identified adverse environmental conditions.

For some of the mortgaged real properties, the related ESAs may have noted that onsite USTs or leaking USTspreviously had been removed or closed in place or other types of potential or actual spills or releases may haveoccurred, and based on criteria such as experience with past investigations, cleanups or other response actions, thequantities or types of hazardous materials involved, the absence of significant risk, tank test results or other records,and/or other circumstances including regulatory closure, the ESAs did not recommend any further investigation orother action. In some such cases, even where regulatory closure was documented for past incidents the ESAs mayhave reported that requests to governmental agencies for any related files are pending. However, those ESAsnevertheless concluded that such incidents were not likely to be significant at the time they were prepared.

Some underlying borrowers under the underlying mortgage loans may not have satisfied all post-closingobligations required by the related loan documents with respect to environmental matters.

We cannot assure you that such post-closing obligations have been satisfied or will be satisfied or that any ofthe recommended operations and maintenance plans have been or will continue to be implemented.

The Pooling Agreement will require that the special servicer obtain an environmental site assessment of amortgaged real property within 12 months prior to acquiring title to the property or assuming its operation. Thisrequirement precludes enforcement of the security for the related underlying mortgage loan until a satisfactoryenvironmental site assessment is obtained or until any required remedial action is taken. We cannot assure you thatthe requirements of the Pooling Agreement will effectively insulate the issuing entity from potential liability for amaterially adverse environmental condition at any mortgaged real property.

Property Condition Assessments. With respect to all of the mortgaged real properties, a third-party engineeringfirm inspected the property to assess exterior walls, roofing, interior construction, mechanical and electrical systemsand general condition of the site, buildings and other improvements located at each of the mortgaged real properties.

The inspections identified various deferred maintenance items and necessary capital improvements at some ofthe mortgaged real properties. The resulting inspection reports generally included an estimate of cost for anyrecommended repairs or replacements at a mortgaged real property. When repairs or replacements wererecommended and deemed material by the applicable Originator, the related underlying borrower was required tocarry out necessary repairs or replacements and, in some instances, to establish reserves, generally in the amount of100% to 125% of the cost estimated in the inspection report, to fund deferred maintenance or replacement items thatthe reports characterized as in need of prompt attention. See the columns titled “Engineering Escrow/DeferredMaintenance,” “Replacement Reserve (Initial)” and “Replacement Reserve (Monthly)” on Exhibit A-1. We cannotassure you that another inspector would not have discovered additional maintenance problems or risks, or arrived atdifferent, and perhaps significantly different, judgments regarding the problems and risks disclosed by the respectiveinspection reports and the cost of corrective action. In addition, some of the required repairs or replacements may bein progress as of the date of this offering circular supplement, and we cannot assure you that the related underlyingborrowers will complete any such required repairs or replacements in a timely manner or in accordance with therequirements set forth in the loan documents.

Appraisals and Market Studies. An independent appraiser that is state-certified and/or a member of theAmerican Appraisal Institute conducted an appraisal reflecting a valuation as of a date occurring within the 40-

107

In general, appraisals seek to establish the amount a typically motivated buyer would pay a typically motivatedseller. However, this amount could be significantly higher than the amount obtained from the sale of a particularmortgaged real property under a distress or liquidation sale. Implied in the Appraised Values shown on Exhibit A-1,is the contemplation of a sale at a specific date and the passing of ownership from seller to buyer under thefollowing conditions:

• buyer and seller are motivated;

• both parties are well informed or well advised, and each is acting in what he considers his own bestinterests;

• a reasonable time is allowed to show the property in the open market;

• payment is made in terms of cash in U.S. dollars or in comparable financial arrangements; and

• the price paid for the property is not adjusted by special or creative financing or sales concessions grantedby anyone associated with the sale.

In certain cases, appraisals may reflect “as-is,” “as stabilized” or other values which may contain certainassumptions, such as future construction completion, projected re-tenanting or increased tenant occupancies. Wecannot assure you that any assumption is or will be accurate or that the “as-is,” “as stabilized” or other value will bethe value of such mortgaged real property at the indicated stabilization date. See “Risk Factors—Risks Related tothe TELs and Underlying Mortgage Loans—Appraisals and Market Studies May Inaccurately Reflect the Current orProspective Value of the Mortgaged Real Properties” in this offering circular supplement. Each appraisal of amortgaged real property referred to above involved a physical inspection of the property and reflects a correlation ofthe values established through the Sales Comparison Approach, the Income Approach and/or the Cost Approach.

Either the appraisal itself, or a separate letter, contains a statement to the effect that the appraisal guidelines setforth in Title XI of the Financial Institutions Reform, Recovery and Enforcement Act of 1989 were followed inpreparing that appraisal. However, we have not independently verified the accuracy of this statement.

In the case of any underlying mortgage loan, the related underlying borrower may have acquired the mortgagedreal property at a price less than the Appraised Value on which the underlying mortgage loan was underwritten.

We cannot assure you that information regarding Appraised Values accurately reflects past, present or futuremarket values of the mortgaged real properties. We have not confirmed the values of the respective mortgaged realproperties in the appraisals.

Additionally, with respect to the appraisals setting forth assumptions as to the “as-is,” “as stabilized” or othervalues, we cannot assure you that such assumptions are or will be accurate or that the “as-is,” “as stabilized” or othervalues will be the value of the related mortgaged real property at the indicated stabilization date.

Zoning and Building Code Compliance. In connection with the origination of each underlying mortgage loan,the applicable Originator examined whether the use and operation of the related mortgaged real property were inmaterial compliance with zoning, land-use, building, fire and health ordinances, rules, regulations and orders then-applicable to the mortgaged real property. Evidence of this compliance may have been in the form of certificationsand other correspondence from government officials or agencies, title insurance endorsements, engineering,

month period ending on November 1, 2017, in order to establish an appraised value with respect to all of the mortgaged real properties. Those appraisal valuations are the basis for the Appraised Values for the respective mortgaged real properties set forth on Exhibit A-1 and provide “as-is” values as of the dates set forth on Exhibit A-1, except as described in Exhibit A-1 and/or the related footnotes as to any underlying mortgage loan with an “as-stabilized” value, which value is estimated assuming satisfaction of projected re-tenanting or increased tenant occupancy conditions, or an “as-proposed” value, an “as-renovated” value, or an “as-rehabbed” value, each of which values is estimated assuming certain renovations are completed. The appraisals reflect market conditions as of the date of the appraisal valuations and may not reflect current or prospective values of the related mortgaged real properties.

108

consulting or zoning reports, appraisals, legal opinions, surveys, recorded documents, temporary or permanentcertificates of occupancy and/or representations by the related underlying borrower. Where a materialnoncompliance was found or the property as currently operated is a legal non-conforming use and/or structure, ananalysis was generally conducted as to-

• whether, in the case of material noncompliance, such noncompliance constitutes a legal non-conforminguse and/or structure, and if not, whether an escrow or other requirement was appropriate to secure thetaking of necessary steps to remediate any material noncompliance or constitute the condition as a legalnon-conforming use or structure;

• the likelihood that a material casualty would occur that would prevent the property from being rebuilt in itscurrent form; and

• whether existing replacement cost property damage insurance or, if necessary, supplemental law orordinance coverage would, in the event of a material casualty, be sufficient—

1. to satisfy the entire underlying mortgage loan; or

2. taking into account the cost of repair, to pay down the underlying mortgage loan to a level that theremaining collateral would be adequate security for the remaining loan amount.

We cannot assure you that any such analysis in this regard is correct, or that the above determinations weremade in each and every case.

Significant Underlying Mortgage Loans

For summary information on the ten largest underlying mortgage loans, see Exhibits A-1, A-2 and A-3.

Significant Originator

Citibank, N.A., a national banking association (“Citibank”), originated 5 of the TELs (together with theunderlying mortgage loans), collectively representing 42.5% of the initial TEL pool balance. Citibank is an indirectwholly owned subsidiary of Citigroup Inc., a Delaware corporation, and an affiliate of Citigroup Global MarketsInc., one of the placement agents for the certificates. Citibank is expected to arrange for the sub-servicing, throughone or more unaffiliated sub-servicers, of all of the TELs originated by Citibank. Citibank is not an affiliate of theissuing entity, the depositor, the trustee, the custodian, the certificate administrator or the guarantor. Since 2015,Citibank has originated approximately $654 million in TELs for sale to Freddie Mac, which includes the TELs thatwill be sold to Freddie Mac for securitization in this transaction. With respect to TELs that Citibank originates forsale to Freddie Mac, Citibank originates such TELs substantially in accordance with the standards in the FreddieMac Act and the Guide as described in “Description of the Depositor and Guarantor—Mortgage Loan Purchase andServicing Standards of Freddie Mac” in this offering circular supplement.

TELs and underlying mortgage loans originated for purchase by Freddie Mac are underwritten to the standardsof a prudent commercial real estate lender, with specific focus on complying with the standards and requirements ofthe Guide and program requirements for the specific transaction and product type, and are approved and purchasedby Freddie Mac prior to each securitization. The underwriting standards of Citibank are consistent with the standardsand practices set forth in “Description of the TELs and Underlying Mortgage Loans—Underwriting Matters” in thisoffering circular supplement.

The information set forth in this section “Description of the TELs and Underlying Mortgage Loans—SignificantOriginator” has been provided by Citibank. Neither the depositor nor any other person other than Citibank makesany representation or warranty as to the accuracy or completeness of such information.

Assignment of the TELs and Transfer of Mortgage Files

On or before the Closing Date, we will transfer all of the TELs to the trustee. The trustee will hold the TELs forthe benefit of the certificateholders and Freddie Mac within the meaning of Section 1367(b)(19)(B) of the Federal

109

Housing Enterprises Financial Safety and Soundness Act of 1992, as amended. In each case, the transferor willassign the TELs, without recourse, to the transferee.

In connection with these transfers, on the closing date or at such later date as is permitted under the PoolingAgreement, the Governmental Authorities will generally be required to deliver or cause the delivery of the mortgagefile to the custodian with respect to each of the TELs, which mortgage file will consist of the following documents,among others:

(a) the original governmental note (or, if the original governmental note has been lost, a copy of the lostgovernmental note (or an original or a copy of the consolidated debt instrument, as applicable), togetherwith a lost note affidavit with a customary indemnification provision), bearing, or accompanied by, all priorand intervening endorsements or assignments showing a complete chain of endorsement or assignmentfrom the Governmental Authority (or the originator of record in the event that the Governmental Authorityis not the originator of record) either in blank or to the depositor, and further endorsed (at the direction ofthe depositor given pursuant to the Pooling Agreement) by the depositor, on its face or by allonge attachedthereto, without recourse, either in blank or to the order of the trustee;

(b) a copy of the recorded underlying mortgage;

(c) originals or copies of all (i) assumption agreements, (ii) modification agreements, (iii) written assuranceagreements and (iv) substitution agreements, together with, if required, any evidence of recording thereonor in the form submitted for recording, in those instances where any terms or provisions of the TEL,underlying mortgage, underlying mortgage loan agreement, funding loan agreement, underlying mortgagenote, governmental note or any related security document have been modified or the TEL or underlyingmortgage loan has been assumed;

(d) the original lender’s title insurance policy relating to the underlying mortgage or a copy thereof (togetherwith all endorsements or riders that were issued with or subsequent to the issuance of such policy), insuringthe priority of the underlying mortgage as a first lien on the related mortgaged real property, relating tosuch underlying mortgage loan;

(e) the original or a counterpart of any guaranty of the obligations of the underlying borrower under theunderlying mortgage loan that secures the TEL, if any;

(f) an original, copy or counterpart of the UCC financing statement relating to the underlying mortgage noteand relating to the TEL note, if any, together with any intervening assignments thereof with respect to theTEL note made from the applicable originator to the depositor, in each case, in the form submitted forrecording or, if recorded, with evidence of recording indicated thereon (such evidence may include anelectronically recorded copy);

(g) the original or certified copy of the power of attorney (with evidence of recording thereon if a power ofattorney was used to execute the underlying mortgage) granted by the underlying borrower if theunderlying mortgage, underlying mortgage loan agreement, the funding loan agreement, underlyingmortgage note, the governmental note or other document or instrument referred to above was not signed bythe underlying borrower, if any;

(h) an original of any related funding loan agreement, an original of any continuing covenant agreement and acopy of any underlying mortgage loan agreement;

(i) with respect to any other debt of an underlying borrower or mezzanine borrower permitted under therelated TEL, an original or copy of a subordination agreement, standstill agreement or other intercreditor,co-lender or similar agreement relating to such other debt, if any, including any junior loan documents,mezzanine loan documents or preferred equity documents, and a copy of the promissory note relating tosuch other debt, if any;

(j) the originals of letters of credit, if any, relating to the TELs and all appropriate assignment or amendmentdocumentation related to the assignment to the issuing entity of any letter of credit securing a TEL;

110

provided that in connection with the delivery of the mortgage file to the issuing entity, such originals willbe required to be delivered to the master servicer and copies thereof will be required to be delivered to thecustodian, on behalf of the trustee;

(k) the original or a copy of any environmental indemnity agreements and copies of environmental insurancepolicies pertaining to the mortgaged real properties required in connection with the origination of theunderlying mortgage loan or TEL, if any;

(l) the original or a copy of each related cash management agreement, if any;

(m) the original or a copy of any (i) intercreditor agreements and any associated certificates, assignments,assumption agreements or other related documents, (ii) subordination agreement, standstill agreement orother intercreditor, co-lender or similar agreement related to any affiliate debt and (iii) indemnificationagreement;

(n) the original or a copy of each related ground lease and related estoppel certificate, if available; and

(o) an original assignment of all unrecorded documents relating to the TELs if not already otherwise assigned;

(p) a table of contents of the documents relating to each TEL included in the subject mortgage file.

The custodian is required to hold all of the documents delivered to it with respect to the TELs in trust for thebenefit of the certificateholders. Within a specified period of time following that delivery, the custodian will befurther required to conduct a review of those documents. The scope of the custodian’s review of those documentswill, in general, be limited solely to confirming that they have been received, that they appear regular on their face(handwritten additions, changes or corrections will not be considered irregularities if initialed by the underlyingborrower), that (if applicable) they appear to have been executed and that they purport to relate to an underlyingmortgage loan. The trustee, the certificate administrator and the custodian are under no duty or obligation to inspect,review or examine any of the documents in the mortgage file to determine whether the document is valid, effective,enforceable, in recordable form or otherwise appropriate for the represented purpose.

If—

• any of the above-described documents required to be delivered by the related Governmental Authority tothe custodian is not delivered or is otherwise defective, and

• that omission or defect materially and adversely affects the value of the underlying mortgage loan, or theinterests of any class of certificateholders,

then the omission or defect will constitute a material document defect as to which the issuing entity will have therights against the related Governmental Authority as described under “—Cures, Repurchases and Substitutions”below.

Within a specified period of time as set forth in the Pooling Agreement, Freddie Mac or a third-partyindependent contractor will be required to submit for recording in the real property records of the applicablejurisdiction each of the assignments of recorded loan documents in the trustee’s favor described above. Becausesome of the underlying mortgage loans are newly originated, many of those assignments may not be completed andrecorded until the related mortgage instrument, reflecting the necessary recording information, is returned from theapplicable recording office.

Representations and Warranties

As of the Closing Date (or as of the date otherwise indicated on Exhibit C-1), the depositor will make, withrespect to each TEL that it is selling for inclusion in the issuing entity, representations and warranties that areexpected to be generally in the form set forth on Exhibit C-1, subject to exceptions that are expected to be generallyin the form set forth on Exhibit C-2. The related Originator is expected to make separate representations andwarranties to Freddie Mac with respect to each underlying mortgage loan that is being pledged to the repayment ofthe TELs. You should carefully consider both those representations and warranties and those exceptions.

111

If—

• there exists a breach of any of those representations and warranties made by the depositor, and

• that breach materially and adversely affects the value of the TEL, or the interests of any class ofcertificateholders,

then that breach will be a material breach of the representation and warranty. The rights of the certificateholdersagainst the depositor with respect to any material breach are described under “—Cures, Repurchases andSubstitutions” below.

Cures, Repurchases and Substitutions

If Freddie Mac has been notified of, or itself has discovered, a breach of any of its representations andwarranties that materially and adversely affects the value of any TEL or any interests of the holders of any class ofcertificates, then the depositor will be required to take one of the following courses of action:

• cure such breach or defect in all material respects;

• repurchase the affected TEL at the Purchase Price; or

• for certain breaches, reimburse the issuing entity for certain costs.

In addition, if Freddie Mac has been notified of, or itself has discovered, that the interest on any TEL isincludable in the gross income of the certificateholders for federal income tax purposes, Freddie Mac shall purchasesuch TEL from the issuing entity at the Purchase Price.

If the depositor replaces an affected TEL with one or more Qualified Substitute TELs, then it will be required topay to the issuing entity the amount, if any, by which—

• the price at which it would have had to purchase the removed TEL, as described in the second bullet of thepreceding paragraph, exceeds

• the Stated Principal Balance of the Qualified Substitute TEL as of the due date during the month that it isadded to the issuing entity.

Any of the following document defects in an underlying mortgage loan will be conclusively presumed tomaterially and adversely affect the interests of a class of certificateholders:

• the absence from the mortgage file of the original signed mortgage note, unless the mortgage file contains asigned lost note affidavit, indemnity and endorsement;

• the absence from the mortgage file of the original signed mortgage, unless there is included in the mortgagefile (i) a copy of the mortgage and the related recording information; or (ii) prior to the expiration of anapplicable cure period, a certified copy of the mortgage in the form sent for recording, with a certificatestating that the original signed mortgage was sent for recordation;

• the absence from the mortgage file of the original lender’s title insurance policy or a copy of the originallender’s title insurance policy (together with all endorsements or riders that were issued with or subsequentto the issuance of such policy), or, if the policy has not yet been issued, a binding written commitment(including a pro forma or specimen title insurance policy, which has been accepted or approved in writingby the related title insurance company) relating to the underlying mortgage loan;

• the absence from the mortgage file of any intervening assignments or endorsements required to create aneffective assignment to the trustee on behalf of the issuing entity, unless there is included in the mortgagefile a copy of the intervening assignment that will be or was sent for recordation; or

112

• the absence from the mortgage file of any required original letter of credit (unless such original has beendelivered to the master servicer and a copy of such letter of credit is part of the mortgage file); providedthat such defect may be cured by providing a substitute letter of credit or a cash reserve.

This obligation to cure, repurchase, substitute one or more Qualified Substitute TELs or reimburse the issuingentity will constitute the sole remedies available to the certificateholders and the trustee for any breach on the part ofthe depositor of its representations or warranties regarding the TELs.

We cannot assure you that we will have sufficient assets with which to fulfill any of our cure, repurchase orsubstitution obligations that may arise.

Changes in Mortgage Pool Characteristics

The description in this offering circular supplement of the mortgage pool is based on the mortgage pool as it isexpected to be constituted at the time the offered certificates are issued, with adjustments for the monthly debtservice payments due on the TELs on or before the Cut-off Date. Prior to the issuance of the offered certificates, oneor more mortgage loans may be removed from the mortgage pool if we consider the removal necessary orappropriate. A limited number of other mortgage loans may be included in the mortgage pool prior to the issuance ofthe offered certificates, unless including those TELs would materially alter the characteristics of the mortgage poolas described in this offering circular supplement. We believe that the information in this offering circularsupplement will be generally representative of the characteristics of the mortgage pool as it will be constituted at thetime the offered certificates are issued. However, the range of mortgage interest rates and maturities, as well as theother characteristics of the TELs described in this offering circular supplement, may vary, and the actual initial TELpool balance may be as much as 5% larger or smaller than the initial TEL pool balance specified in this offeringcircular supplement.

Certain Legal Aspects of the Underlying Mortgage Loans

The following discussion contains summaries of certain legal aspects related to underlying mortgage loanssecured by mortgaged real properties located in California, Connecticut, Texas and Minnesota where mortgaged realproperties that secure underlying mortgage loans that secure TELs collectively representing approximately 25.6%,19.2%, 18.3% and 12.2%, respectively, of the initial TEL pool balance are located. The summaries are general innature, do not purport to be complete and are qualified in their entirety by reference to the applicable federal andstate laws governing the underlying mortgage loans.

Various states have imposed statutory prohibitions or limitations that limit the remedies of a mortgagee under amortgage or a beneficiary under a deed of trust. The underlying mortgage loans are limited recourse loans and are,therefore, generally not recourse to the underlying borrowers but limited to the mortgaged real properties. Even ifrecourse is available pursuant to the terms of an underlying mortgage loan, certain states have adopted statuteswhich impose prohibitions against or limitations on such recourse. The limitations described below and similar orother restrictions in other jurisdictions where mortgaged real properties are located may restrict the ability of themaster servicer or the special servicer, as applicable, to realize on the underlying mortgage loans and may adverselyaffect the amount and timing of receipts on the underlying mortgage loans.

Certain Legal Aspects of Mortgaged Real Properties Located in California. Mortgage loans in California aregenerally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in California may beaccomplished by a non-judicial trustee’s sale (so long as it is permitted under a specific provision in the deed oftrust) or by judicial foreclosure, in each case subject to and in accordance with the applicable procedures andrequirements of California law. Public notice of either the trustee’s sale or the judgment of foreclosure is given for astatutory period of time after which the mortgaged real estate may be sold by the trustee, if foreclosed pursuant tothe trustee’s power of sale, or by court appointed sheriff under a judicial foreclosure. Following a judicialforeclosure sale, the borrower or its successor-in-interest may, for a period of up to one year, redeem the property;however, there is no redemption following a sale pursuant to a trustee’s power of sale. California’s “security first”and “one action” rules require the lender to complete foreclosure of all real estate provided as security under thedeed of trust in a single action in an attempt to satisfy the full debt before bringing a personal action (if otherwisepermitted) against the borrower for recovery of the debt, except in certain cases involving environmentally impairedreal property where foreclosure of the real property is not required before making a claim under the indemnity.

113

This restriction may apply to property which is not located in California if a single promissory note is secured byproperty located in California and other jurisdictions. California case law has held that acts such as (but not limitedto) an offset of an unpledged account constitute violations of such statutes. Violations of such statutes may result inthe loss of some or all of the security under the mortgage loan and a loss of the ability to sue for the debt. A sale bythe trustee under the deed of trust does not constitute an “action” for purposes of the “one action rule”. Otherstatutory provisions in California limit any deficiency judgment (if otherwise permitted) against the borrowerfollowing a judicial foreclosure to the amount by which the indebtedness exceeds the fair value at the time of thepublic sale and in no event greater than the difference between the foreclosure sale price and the amount of theindebtedness. Further, under California law, once a property has been sold pursuant to a power of sale clausecontained in a deed of trust (and in the case of certain types of purchase money acquisition financings, under allcircumstances), the lender is precluded from seeking a deficiency judgment from the borrower or, under certaincircumstances, guarantors.

On the other hand, under certain circumstances, California law permits separate and even contemporaneousactions against both the borrower (as to the enforcement of the interests in the collateral securing the loan) and anyguarantors. California statutory provisions regarding assignments of rents and leases require that a lender whoseloan is secured by such an assignment must exercise a remedy with respect to rents as authorized by statute in orderto establish its right to receive the rents after an event of default. Among the remedies authorized by statute is thelender’s right to have a receiver appointed under certain circumstances.

Certain Legal Aspects of Mortgaged Real Properties Located in Connecticut. Foreclosure of a mortgage inConnecticut is accomplished by judicial action. The action is initiated by the service of legal pleadings upon allparties having interests in the real property. Delays in completion of the foreclosure may occasionally result fromdifficulties in locating necessary or desired parties. When the mortgagee’s right to foreclose is contested, the legalproceedings necessary to resolve the issue can be time consuming. At the completion of the judicial foreclosureproceedings, if the mortgagee prevails, the court issues a judgment of foreclosure. In Connecticut, there are twoforms of foreclosure, strict foreclosure and foreclosure by sale. In a strict foreclosure, the borrower and the holder ofany junior encumbrance on the property may redeem the property that is being foreclosed (subject to existing seniorliens and encumbrances), by paying the entire outstanding principal balance of the debt, plus interest, fees and costs,on the “law day,” one of which is established by the court for the mortgagor and for the holder of each juniorencumbrance. If no such party redeems on its law day, title to the property becomes absolute in the foreclosing partyfollowing the last law day. In a foreclosure by sale, a right of redemption may be exercised up until the time a sale isjudicially confirmed. If a foreclosure by sale is ordered, the purchaser at such sale will acquire the estate or interestin real property covered by the mortgage. If the mortgage covered the tenant’s interest in a lease and leaseholdestate, the purchaser at the foreclosure sale will acquire such tenant’s interest subject to the tenant's obligationsunder the lease to pay rent and perform other covenants contained in the lease.

Connecticut law imposes various prohibitions and limitations on the rights and remedies of a mortgagee. Forexample, the appointment of a receiver may require a showing of waste. Any party may seek to have the foreclosureproceed by sale rather than by strict foreclosure, but if a mortgagee moves for foreclosure by sale, if the sale price isless than the appraised value established in the judicial proceeding and the ensuing sale proceeds are insufficient topay the entire outstanding principal balance of the debt, plus interest, fees and costs secured by the mortgage, one-half of the difference between the sale price and the appraised value is to be credited against the debt as of the dateof sale when computing a debtor’s potential deficiency judgment liability. The mortgage loans are generally non-recourse loans as to which, in the event of default by a borrower, recourse may be had only against the specificproperty pledged to secure the mortgage loans and not against the borrower’s other assets. The limitations describedbelow may restrict the ability of the mortgagee to realize on the mortgage loan and may adversely affect the amountand timing of receipts on the mortgage loan.

Under Connecticut law, a foreclosure may proceed only judicially. Upon default of a mortgage, a mortgagee isgenerally presented with the choice of either proceeding in equity to foreclosure upon the mortgaged property or toproceed at law and sue on the note. Connecticut law does not require that the mortgagee must bring a foreclosureaction before being entitled to sue on the note. However, once having begun a foreclosure action or an action to sueon the note or guaranty, a mortgagee is not permitted to pursue both matters to judgment and the court may exerciseits discretion to stay one of the proceedings. Connecticut does not restrict a mortgagee from seeking a deficiencyjudgment, but under Connecticut law, the foreclosure of a mortgage is a bar to any further action upon the mortgage

114

debt against persons who are liable for the payment of the mortgage debt upon whom service of process to constitutean action in personam could have been made within Connecticut at the commencement of the foreclosure. Also,deficiency judgments in foreclosure actions are limited by appraised value considerations, which differ dependingon whether the foreclosure action is by sale or strict foreclosure. In order to obtain a deficiency judgment, a series ofprocedural and substantive requirements must be satisfied. However, the availability of a deficiency judgment maybe limited in the case of the mortgage loans because of the limited nature of the recourse liabilities. In Connecticut,liens for unpaid real estate taxes and certain assessments take priority over the lien of a previously recordedmortgage. While Connecticut foreclosure proceedings are intended to proceed quickly on the court docket, locatingand serving all necessary and desired parties, appraisal activities, defenses, appeals and claims to jury trials, amongother things, can impede the speed at which judicial foreclosure matters are brought to conclusion.

Certain Legal Aspects of Mortgaged Real Properties Located in Texas. Commercial mortgage loans in Texasare generally secured by deeds of trust on the related real estate. Foreclosure of a deed of trust in Texas may beaccomplished by either a non-judicial trustee’s sale under a specific power-of-sale provision set forth in the deed oftrust or by judicial foreclosure. Due to the relatively short period of time involved in a non-judicial foreclosure, thejudicial foreclosure process is rarely used in Texas. A judicial foreclosure action must be initiated, and a non-judicial foreclosure must be completed, within four years from the date the cause of action accrues. The cause ofaction for the unpaid balance of the indebtedness accrues upon the maturity of the indebtedness (by acceleration orotherwise).

Unless expressly waived in the deed of trust, the lender must provide the debtor with a written demand forpayment, a notice of intent to accelerate the indebtedness, and a notice of acceleration prior to commencing anyforeclosure action. It is customary practice in Texas for the demand for payment to be combined with the notice ofintent to accelerate the indebtedness. In addition, with respect to a non-judicial foreclosure sale and notwithstandingany waiver by debtor to the contrary, the lender is statutorily required to (i) provide each debtor obligated to pay theindebtedness a notice of foreclosure sale via certified mail, postage prepaid and addressed to each debtor at suchdebtor’s last known address at least 21 days before the date of the foreclosure sale; (ii) post a notice of foreclosuresale at the courthouse of each county in which the property is located; and (iii) file a notice of foreclosure sale withthe county clerk of each county in which the property is located. Such 21 day period includes the entire calendarday on which the notice is deposited with the United States mail and excludes the entire calendar day of theforeclosure sale. The statutory foreclosure notice may be combined with the notice of acceleration of theindebtedness and must contain the location of the foreclosure sale and a statement of the earliest time at which theforeclosure sale will begin. To the extent the mortgage note or deed of trust contains additional notice requirements,the lender must comply with such requirements in addition to the statutory requirements set forth above.

The trustee’s sale must be performed pursuant to the terms of the deed of trust and statutory law and must takeplace between the hours of 10 a.m. and 4 p.m. on the first Tuesday of the month, in the area designated for suchsales by the county commissioners’ court of the county in which the property is located, and must begin at the timeset forth in the notice of foreclosure sale or not later than three hours after that time. If the property is located inmultiple counties, the sale may occur in any county in which a portion of the property is located. Under Texas law,the debtor does not have the right to redeem the property after foreclosure. Any action for deficiency must bebrought within two years of the foreclosure sale. If the foreclosure sale price is less than the fair market value of theproperty, the debtor or any obligor (including any guarantor) may be entitled to an offset against the deficiency inthe amount by which the fair market value of the property, less the amount of any claim, indebtedness, or obligationof any kind that is secured by a lien or encumbrance on the real property that was not extinguished by theforeclosure, exceeds the foreclosure sale price.

Certain Legal Aspects of Mortgaged Real Properties Located in Minnesota. Real property loans in Minnesotaare customarily secured by mortgages to secure debt. There are two basic forms of mortgage foreclosure inMinnesota: foreclosure by advertisement and foreclosure by action. Voluntary foreclosure, which is similar to adeed in lieu of foreclosure, is also available. To foreclose by advertisement, the mortgage must contain a power ofsale; no action may be pending on the debt or any part thereof; a notice of the pendency of the foreclosure andpower of attorney to foreclose mortgage must be recorded before the first publication of the statutory form of noticeof foreclosure; the statutory form of notice of foreclosure must be published for at least six weeks preceding thesheriff’s sale; and certain other statutory requirements must be fulfilled. A foreclosure by action is conducted likeany ordinary civil suit. A judgment is entered for the amount due and the sheriff is ordered to sell the mortgaged

115

premises or some part thereof to satisfy the judgment. The sale must be confirmed by the court. Depending on theredemption period, foreclosure by advertisement can take up to 15 months: two weeks to draft the foreclosure noticeand arrange for publication, six to eight weeks to publish the notice of foreclosure, and six or 12 months for theredemption period. Foreclosure by action generally takes a year or more, depending on the length of the applicableredemption period (six or 12 months) and the defenses or affirmative claims that the mortgagor asserts in thelitigation. Minnesota has an anti-deficiency statute that limits the circumstances where a lender can obtain adeficiency judgment against a mortgagor under certain circumstances.

DESCRIPTION OF THE CERTIFICATES

General

The certificates will be issued on the Closing Date pursuant to the Pooling Agreement. They will represent theentire beneficial ownership interest of the issuing entity. The assets of the issuing entity will include:

• the TELs;

• any and all payments under and proceeds of the TELs received after the Cut-off Date, in each caseexclusive of payments of principal, interest and other amounts due on or before that date and exclusive ofany fees paid or payable to Freddie Mac in connection with (i) any pre-approved servicing request withrespect to an underlying mortgage loan set forth in the Pooling Agreement and (ii) the designation of anentity that has the right to form a successor borrower in connection with the defeasance of an underlyingmortgage loan;

• the loan documents for the TELs;

• any REO Properties acquired by the issuing entity with respect to Defaulted Loans; and

• those funds or assets as from time to time are deposited in the collection account described under “ThePooling Agreement—Collection Account” in this offering circular supplement, the special servicer’s REOaccounts described under “The Pooling Agreement—Realization Upon Mortgage Loans—REO Properties”in this offering circular supplement, the distribution account described under“—Distribution Account” below, or any servicing account (in the case of a servicing account, to the extentof the issuing entity’s interest in that account).

The certificates will include the following classes:

• the class A and X certificates, which are the classes of certificates that are offered by this offering circularsupplement and have the benefit of the Freddie Mac Guarantee; and

• the class B certificates, which are the classes of certificates that—

1. will be retained or privately placed by us;

2. are not offered by this offering circular supplement; and

3. do not have the benefit of the Freddie Mac Guarantee.

The class A and B certificates are the certificates that will have principal balances (collectively, the “PrincipalBalance Certificates”). The outstanding principal balance of any of these certificates will represent the totaldistributions of principal to which the holder of the certificate is entitled over time out of payments, or advances inlieu of payments, and other collections on the assets of the issuing entity or, with respect to the class A certificates,the Freddie Mac Guarantee. Accordingly, on each distribution date, the outstanding principal balance of each ofthese certificates will be permanently reduced by any principal distributions actually made with respect to thecertificates on that distribution date, including any Balloon Guarantor Payment. See “—Distributions” below. Onany particular distribution date, the outstanding principal balance of each of these certificates may also bepermanently reduced, without any corresponding distribution, in connection with losses on the TELs and

116

default-related and otherwise unanticipated issuing entity expenses. See “—Reductions of Certificate PrincipalBalances in Connection with Realized Losses and Additional Issuing Entity Expenses” below.

The class X certificates will not have principal balances, and the holders of those certificates will not be entitledto receive distributions of principal. However, the class X certificates will have a notional amount for purposes ofcalculating the accrual of interest with respect to that certificate. The class X certificates are sometimes referred to inthis offering circular supplement as the “interest-only certificates.” The class X certificates initially will be retainedby Freddie Mac but may be offered and privately placed at a future date.

For purposes of calculating the accrual of interest as of any date of determination, the class X certificates willhave a notional amount that is equal to the then total outstanding principal balance of the class A and class Bcertificates.

In general, outstanding principal balances and notional amounts will be reported on a class-by-class basis. Inorder to determine the outstanding principal balance or notional amount of any of the offered certificates from timeto time, you may multiply the original principal balance or notional amount of that certificate as of the Closing Date,as specified on the face of that certificate, by the then-applicable certificate factor for the relevant class. Thecertificate factor for any class of certificates, as of any date of determination, will equal a fraction, expressed as apercentage, the numerator of which will be the then-outstanding principal balance or notional amount of that class,and the denominator of which will be the original principal balance or notional amount of that class. Certificatefactors will be reported monthly in the certificate administrator’s report.

Registration and Denominations

The offered certificates will be issued, held and transferable in book-entry form on the Depository TrustCompany (“DTC”) System. DTC or its nominee is the holder of each class of the offered certificates. As an investorin certificates, you are not the Holder. You ordinarily must hold the offered certificates through one or morefinancial intermediaries. You may exercise your rights as an investor only through the Holder of your offeredcertificates, and we may treat the Holder as the absolute owner of your certificates. For the offered certificates, theterm “Holder” means DTC or its nominee. We refer to the offered certificates held in book-entry form as “Book-Entry Offered Certificates.” We refer to the offered certificates held in definitive form as “Definitive OfferedCertificates.” See “The Certificates—Form, Holders and Payment Procedures—Holders of GuaranteedCertificates” in the accompanying Offering Circular.

Class A certificates will be issued, and may be held and transferred, in minimum original principal amounts of$1,000 and additional increments of $1. Class X certificates will be issued, and may be held and transferred, inminimum original notional principal amounts of $100,000 and additional increments of $1.

DTC

You will hold your offered certificates through DTC, if you are a participating organization, or indirectlythrough organizations that are participants in the applicable system (“Participants”). DTC is a limited purpose trustcompany organized under the New York Banking Law, a “banking organization” within the meaning of the NewYork Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of theNew York Uniform Commercial Code and a “clearing agency” registered pursuant to Section 17A of the ExchangeAct. DTC was created to hold securities for its Participants and to facilitate the clearance and settlement ofsecurities transactions between Participants through electronic computerized book-entries, thereby eliminating theneed for physical movement of certificates. Participants include securities brokers and dealers, banks, trustcompanies and clearing corporations. Indirect access to the DTC system also is available to others such as banks,brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, eitherdirectly or indirectly (“Indirect Participants”).

Transfers between Participants will occur in accordance with DTC rules. Certificateholders who are notParticipants or Indirect Participants but desire to purchase, sell or otherwise transfer ownership of, or other interestsin, such offered certificates may do so only through Participants and Indirect Participants. In addition, holders ofoffered certificates in global form will receive all distributions of principal from the certificate administrator throughthe Participants who in turn will receive them from DTC. Under a book-entry format, holders of such offered

117

certificates may experience some delay in their receipt of payments, since such payments will be forwarded by thecertificate administrator to Cede & Co., as nominee for DTC. DTC will forward such payments to its Participants,which thereafter will forward them to Indirect Participants or such certificateholders.

Under the rules, regulations and procedures creating and affecting DTC and its operations (the “Rules”), DTC isrequired to make book-entry transfers of offered certificates in global form among Participants on whose behalf itacts with respect to such offered certificates and to receive and transmit distributions of principal of such offeredcertificates. Participants and Indirect Participants with which the certificateholders have accounts with respect tosuch offered certificates similarly are required to make book-entry transfers and receive and transmit such paymentson behalf of their respective holders of such offered certificates. Accordingly, although such certificateholders willnot possess the offered certificates, the Rules provide a mechanism by which Participants will receive payments onsuch offered certificates and will be able to transfer their interest.

Because DTC can only act on behalf of Participants, who in turn act on behalf of Indirect Participants andcertain banks, the ability of a holder of offered certificates in global form to pledge such offered certificates topersons or entities that do not participate in the DTC system, or to otherwise act with respect to such offeredcertificates, may be limited due to the lack of a physical certificate for such offered certificates.

DTC will take any action permitted to be taken by a holder of an offered certificate in global form under thePooling Agreement only at the direction of one or more Participants to whose accounts with DTC such offeredcertificates are credited. DTC may take conflicting actions with respect to other undivided interests to the extentthat such actions are taken on behalf of Participants whose holdings include such undivided interests.

Except as required by law, none of the depositor, Freddie Mac, the master servicer, the special servicer, thecertificate administrator, the trustee or the placement agents will have any liability for any aspect of the recordsrelating to or payments made on account of beneficial interests in the offered certificates held by Cede & Co., asnominee for DTC, or for maintaining, supervising or reviewing any records relating to such beneficial interests.

The information in this offering circular supplement concerning DTC and its book-entry systems, has beenobtained from sources believed to be reliable, but we do not take any responsibility for the accuracy or completenessof that information.

Book-Entry Registration

The offered certificates offered and sold will be issued in the form of one or more global certificates, in fullyregistered form without interest coupons (the “Global Certificate”). The Global Certificate will be—

• deposited with the certificate administrator as custodian for DTC (in that capacity, the “DTC Custodian”),and

• registered in the name of a nominee of DTC for credit to the respective accounts of the owners of thoseoffered certificates at DTC.

So long as DTC or its nominee is the registered owner or holder of a Global Certificate, DTC or its nominee, asthe case may be, will be considered the sole holder of that Global Certificate for all purposes under the PoolingAgreement. Participants will only be entitled to exercise rights with respect to the Book-Entry Offered Certificatescredited to their DTC accounts through procedures established by DTC.

DTC’s practice is to credit direct participants’ accounts on the related distribution date in accordance with theirrespective holdings shown on DTC’s records unless DTC has reason to believe that it will not receive payment onthat date. Disbursement of those distributions by Participants to beneficial owners of Book-Entry OfferedCertificates will be governed by standing instructions and customary practices, as is the case with securities held forthe accounts of customers in bearer form or registered in “street name,” and will be the responsibility of each suchParticipant (and not of DTC, us or any trustee or servicer), subject to any statutory or regulatory requirements asmay be in effect from time to time. Under a book-entry system, the beneficial owners of Book-Entry OfferedCertificates may receive payments after the related distribution date.

118

The only holder of the Book-Entry Offered Certificates will be the nominee of DTC, and the beneficial ownersof the Book-Entry Offered Certificates will not be recognized as certificateholders under the Pooling Agreement.Beneficial owners of the Book-Entry Offered Certificates will be permitted to exercise the rights ofcertificateholders under the Pooling Agreement only indirectly through the Participants, which in turn will exercisetheir rights through DTC.

DTC has advised us that it will take any action permitted to be taken by a holder of a Book-Entry OfferedCertificate, including the presentation of Book-Entry Offered Certificates for exchange as described below, only atthe direction of one or more Participants to whose DTC accounts interests in the related Global Certificates arecredited, and only in respect of that portion of the aggregate principal amount of the Book-Entry Offered Certificatesas to which each such Participant has given such direction.

Although DTC, has implemented the foregoing procedures in order to facilitate transfers of interests in theGlobal Certificates among Participants, it is under no obligation to perform or continue to comply with thoseprocedures, and such procedures may be discontinued at any time. We, the trustee, the certificate administrator, themaster servicer, the special servicer, the certificate registrar and the placement agents will not have anyresponsibility for the performance by DTC or its direct or indirect Participants of their respective obligations underthe rules and procedures governing their operations.

The information in this offering circular supplement concerning DTC and its book-entry systems, has beenobtained from sources believed to be reliable. However, neither we nor the placement agents take any responsibilityfor the accuracy or completeness of the information obtained from these sources.

Offered certificates initially issued in book-entry form will thereafter be issued as Definitive OfferedCertificates to applicable beneficial owners or their nominees, rather than to DTC or its nominee, only if—

• we advise the certificate administrator in writing that DTC is no longer willing or able to properlydischarge its responsibilities as depository with respect to those certificates and we are unable to locate aqualified successor, or

• we, at our option, elect to terminate the book-entry system through DTC with respect to those certificates.

Upon the occurrence of either of the events described in the preceding sentence, the certificate registrar will berequired to notify, in accordance with DTC’s procedures, all Participants (as identified in a listing of Participantaccounts to which any Book-Entry Offered Certificates is credited) through DTC of the availability of definitivecertificates with respect to the Book-Entry Offered Certificates. Upon surrender by DTC of the Book-Entry OfferedCertificates, together with instructions for re-registration, the certificate administrator will execute, and thecertificate registrar will authenticate and deliver, to the beneficial owners identified in those instructions theDefinitive Offered Certificates to which they are entitled, and thereafter the holders of those Definitive OfferedCertificates will be recognized as certificateholders under the Pooling Agreement.

Each beneficial owner is deemed by virtue of its acquisition of an interest in the Book-Entry OfferedCertificates to agree to comply with the transfer requirements described under “—Restrictions” below.

To the extent that under the terms of the Pooling Agreement, it is necessary to determine whether any person isa beneficial owner of a Book-Entry Offered Certificate, the certificate administrator may make that determinationbased on a certificate of that person which must specify, in reasonable detail satisfactory to the certificateadministrator, the principal balance of the Book-Entry Offered Certificate beneficially owned. However, thecertificate administrator may not knowingly recognize that person as a beneficial owner of a Book-Entry OfferedCertificate if that person, to the actual knowledge of certain specified officers of the certificate administrator,acquired its interest in a Book-Entry Offered Certificate in violation of the transfer requirements described under“—Restrictions” below, or if that person’s certification that it is a beneficial owner of a Book-Entry OfferedCertificate is in direct conflict with information obtained by the certificate administrator from DTC and/or theParticipants.

119

Distribution Account

General. The certificate administrator must establish and maintain an account in which it will hold fundspending their distribution on the certificates and from which it will make those distributions. That distributionaccount must be maintained in a manner and with a depository institution that meets the requirements of the PoolingAgreement. Funds held in the distribution account may be held in cash or, at the certificate administrator’s risk,invested in Permitted Investments. Subject to the limitations in the Pooling Agreement, any interest or other incomeearned on funds in the distribution account will be paid to the certificate administrator as additional compensation.

Deposits. On the Business Day prior to each distribution date (the “Remittance Date”), the master servicer willbe required to remit to the certificate administrator for deposit in the distribution account the following funds:

• All payments and other collections on the TELs and any REO Properties in the issuing entity on deposit inthe collection account as of close of business on the second Business Day prior to the Remittance Date,exclusive of any portion of those payments and other collections that represents one or more of thefollowing:

1. monthly debt service payments due on a due date subsequent to the end of the related CollectionPeriod;

2. payments and other collections received after the end of the related Collection Period;

3. amounts that are payable or reimbursable from the collection account to any person other than thecertificateholders, in accordance with the terms of the Pooling Agreement, including—

(i) amounts payable to the master servicer (or a sub-servicer), the special servicer, the ApprovedDirecting Certificateholder (if any) or any Affiliated Borrower Loan DirectingCertificateholder as compensation, including master servicing fees, sub-servicing fees, specialservicing fees, master servicer surveillance fees, special servicer surveillance fees, workoutfees, liquidation fees, assumption fees, assumption application fees, modification fees,extension fees, consent fees, waiver fees, earnout fees, Transfer Fees, Transfer ProcessingFees, defeasance fees and similar charges and, to the extent not otherwise applied to coverinterest on advances and/or other Additional Issuing Entity Expenses with respect to therelated underlying mortgage loan, Default Interest and late payment charges, or asindemnification;

(ii) amounts payable to the master servicer (for itself or on behalf of certain indemnified sub-servicers) and the special servicer;

(iii) amounts payable in reimbursement of outstanding advances, together with interest on thoseadvances; and

(iv) amounts payable with respect to other issuing entity expenses including, without limitation,fees, expenses and indemnities of the trustee and the certificate administrator/custodian(including interest on such amounts, if applicable, and subject to the Trustee AggregateAnnual Cap, the Certificate Administrator/Custodian Aggregate Annual Cap and theTrustee/Certificate Administrator/Custodian Aggregate Annual Cap, as applicable);

4. net investment income on the funds in the collection account; and

5. amounts deposited in the collection account in error.

• Any advances of delinquent monthly debt service payments made by the master servicer with respect tothat distribution date.

• Any payments made by the master servicer to cover Prepayment Interest Shortfalls incurred during therelated Collection Period.

120

See “—Advances of Delinquent Monthly Debt Service Payments” below and “The Pooling Agreement—Collection Account” and “The Pooling Agreement—Servicing and Other Compensation and Payment of Expenses”in this offering circular supplement.

The certificate administrator will be authorized, but will not be obligated, to invest or direct the investment offunds held in the distribution account in Permitted Investments. It will be—

• entitled to retain any interest or other income earned on those funds; and

• required to cover any losses of principal of those investments from its own funds, but the certificateadministrator is not required to cover any losses caused by the insolvency of the depository institution ortrust company holding such account so long as (i) such depository institution or trust company (a) satisfiedthe requirements set forth in the Pooling Agreement at the time such investment was made and (b) isneither the certificate administrator nor an affiliate of the certificate administrator and (ii) such insolvencyoccurs within 30 days of the date on which such depository institution or trust company no longer satisfiesthe requirements set forth in the Pooling Agreement.

Withdrawals. The certificate administrator may from time to time make withdrawals from the distributionaccount for any of the following purposes without regard to the order below:

• without duplication, to pay (i) itself monthly certificate administrator fees, and to the trustee, monthlytrustee fees, each as described under “The Pooling Agreement—Matters Regarding the Trustee, theCertificate Administrator and the Custodian” in this offering circular supplement and (ii) CREFC® anyaccrued and unpaid CREFC® Intellectual Property Royalty License Fee;

• to reimburse and pay to the trustee and the master servicer, in that order, for outstanding and unreimbursednonrecoverable advances and accrued and unpaid interest on such amounts, to the extent it or the masterservicer is not reimbursed from the collection account;

• (i) to reimburse the Guarantor for any unreimbursed Balloon Guarantor Payment, together with any relatedTiming Guarantor Interest, from collections on any Balloon Loan as to which any such Balloon GuarantorPayment was made (net of any such amount used to reimburse the master servicer or the trustee foradvances, together with interest on such amounts) and (ii) to reimburse the Guarantor for any unreimbursedGuarantor Reimbursement Amounts from any liquidation fees, workout fees, servicing fees, specialservicing fees or other fees or amounts collected in connection with the liquidation or other disposition ofan underlying mortgage loan solely to the extent that the party entitled to any such amount has already beenpaid such amount from other collections on such underlying mortgage loan and the original payment ofsuch amount resulted in a Deficiency Amount (net of any such amount used to reimburse the masterservicer or the trustee for advances, together with interest on such amounts);

• to pay the Guarantor the Guarantee Fee;

• without duplication, to pay indemnity amounts to itself, the custodian, the trustee, the depositor, the masterservicer (including on behalf of certain indemnified sub-servicers), the special servicer, Freddie Mac (in itscapacity as servicing consultant) and various related persons, subject to the relevant Aggregate AnnualCaps, as described under “The Pooling Agreement—Certain Indemnities” in this offering circularsupplement;

• to pay for any opinions of counsel required to be obtained in connection with any amendments to thePooling Agreement, to the extent that the issuing entity is responsible for the cost of such opinions ofcounsel under the Pooling Agreement and, if applicable, to pay for the fees of the trustee for confirming thespecial servicer’s determination of Fair Value of a Defaulted TEL;

• to pay any federal, state and local taxes imposed on the issuing entity, its assets and/or transactions,together with all incidental costs and expenses, including such taxes, that are required to be borne by theissuing entity as described under “The Pooling Agreement—Realization Upon Mortgage Loans—REOProperties” in this offering circular supplement; and

• to pay any amounts deposited in the distribution account in error to the person entitled to them.

121

On each distribution date, all amounts on deposit in the distribution account, exclusive of any portion of thoseamounts that are to be withdrawn for the purposes contemplated in the prior paragraph, will be applied by thecertificate administrator on each distribution date to make distributions on the certificates and to the Guarantor (withrespect to the Guarantor Reimbursement Amounts). Generally, for any distribution date, such amounts will bedistributed to holders of the certificates in two separate components:

• those funds, referred to in this offering circular supplement as the Available Distribution Amount, whichwill be paid to the holders of all the certificates and the Guarantor, who is entitled to the Guarantee Fee, asdescribed under “—Distributions—Priority of Distributions” below; and

• the portion of those funds that represent Static Prepayment Premiums and Yield Maintenance Chargescollected on the TELs during the related Collection Period, which will be paid to the holders of the class Xcertificates, as described under “—Distributions—Distributions of Static Prepayment Premiums and YieldMaintenance Charges” below.

The certificate administrator will be required to pay to CREFC® the CREFC® Intellectual Property RoyaltyLicense Fee on a monthly basis solely from funds on deposit in the distribution account, to the extent sufficientfunds are on deposit in the distribution account. Upon receipt of a request from CREFC®, the certificateadministrator will provide CREFC® with a report that shows the calculation of the CREFC® Intellectual PropertyRoyalty License Fee for the period requested by CREFC®.

122

Fees and Expenses

The amounts available for distribution on the certificates on any distribution date will generally be net of thefollowing amounts which accrue at the fee rates shown and are payable to the master servicer, the special servicer,the trustee, the certificate administrator, the custodian, the Guarantor or the Approved Directing Certificateholder (ifany), as applicable:

Type/Recipient Amount/Fee Rate Frequency Source of Funds

Fees

Master Servicing Fee andSub-Servicing Fee / MasterServicer

the Stated Principal Balance of eachunderlying mortgage loan multipliedby 0.0200% per annum (calculatedusing the same interest accrual basisof such underlying mortgage loan)and the Stated Principal Balance ofeach underlying mortgage loanmultiplied by the applicablesub-servicing fee rate ranging from0.0000% per annum to 0.2000% perannum (calculated using the sameinterest accrual basis of suchunderlying mortgage loan)

monthly interest payments onthe related underlyingmortgage loan or,with respect toliquidated underlyingmortgage loans,general collections ifLiquidation Proceedsare not sufficient

Master Servicer Surveillance Fee /Master Servicer and Sub-Servicers

the Stated Principal Balance of eachSurveillance Fee Mortgage Loanmultiplied by 0.0150% per annum(calculated using the same interestaccrual basis of such underlyingmortgage loan) (subject to anyapplicable sub-servicer’s entitlementto 66 2/3% of the master servicersurveillance fee pursuant to theapplicable Sub-ServicingAgreement as described in “ThePooling Agreement—Servicing andOther Compensation and Paymentof Expenses” in this offeringcircular supplement)


Additional ServicingCompensation / Master Servicer

• all late payment fees and DefaultInterest (other than on SpeciallyServiced Mortgage Loans) notused to pay interest on advancesand certain Additional IssuingEntity Expenses with respect tothe related TELs

from time to time the related fee

123


• 60% of any Transfer Fees orcollateral substitution feescollected on or with respect toany non-Specially ServicedMortgage Loans for Transfers orsubstitutions that require theconsent or review of theApproved DirectingCertificateholder or AffiliatedBorrower Loan DirectingCertificateholder (or 100% ofsuch fees if the directingcertificateholder is not anApproved DirectingCertificateholder)


• 100% of any Transfer Fees orcollateral substitution feescollected on or with respect toany non-Specially ServicedMortgage Loans for Transfers orsubstitutions that do not requirethe consent or review of theApproved DirectingCertificateholder or AffiliatedBorrower Loan DirectingCertificateholder (a portion ofwhich may be payable to a sub-servicer under a related Sub-Servicing Agreement)


• all Transfer Processing Feescollected on or with respect toany TELs that are not SpeciallyServiced Mortgage Loans (aportion of which may be payableto a sub-servicer under a relatedSub-Servicing Agreement)


• 100% of all defeasance feesrequired by the loan documents


• all investment income earned onamounts on deposit in thecollection account and certainescrow and reserve accounts

monthly investment income

Special Servicing Fee /Special Servicer

the Stated Principal Balance of eachSpecially Serviced Mortgage Loanor REO Loan multiplied by0.2500% per annum (calculatedusing the same interest accrual basisof such underlying mortgage loan)

monthly general collections

124


Special Servicer Surveillance Fee/ Special Servicer

the Stated Principal Balance of eachSurveillance Fee Mortgage Loanmultiplied by 0.0161% per annum(calculated using the same interestaccrual basis of such underlyingmortgage loan)


Workout Fee / Special Servicer 1.0% of each collection of principaland interest on each CorrectedMortgage Loan

monthly the related collectionsof principal andinterest

Liquidation Fee / Special Servicer 1.0% of each recovery of netLiquidation Proceeds or proceedsfrom a full, partial or discountedpayoff, except as specified under“The Pooling Agreement—Servicing and Other Compensationand Payment of Expenses” in thisoffering circular supplement

upon receipt ofLiquidation Proceeds

the relatedLiquidation Proceeds

Additional Special ServicingCompensation / SpecialServicer

• all late payment fees and netDefault Interest on SpeciallyServiced Mortgage Loans notused to pay interest on advancesand certain Additional IssuingEntity Expenses with respect tothe related TELs


• 100% of commerciallyreasonable fees actually paid bythe related underlying borroweron modifications, extensions,earnouts, consents and otheractions for Specially ServicedMortgage Loans


• 100% of assumption applicationfees, assumption fees,substitution of collateral consentapplication fees and related feeson Specially Serviced MortgageLoans when received from theunderlying borrower for suchpurpose


• all investment income receivedon funds in any REO account

from time to time investment income

125


Fees / the Approved DirectingCertificateholder or anyAffiliated Borrower LoanDirecting Certificateholder

40% of any Transfer Fees orcollateral substitution fees collectedon or with respect to any non-Specially Serviced Mortgage Loansfor Transfers or substitutions thatrequire the consent or review of theApproved DirectingCertificateholder or the AffiliatedBorrower Loan DirectingCertificateholder


Trustee Fee / Trustee 0.0035% per annum multiplied bythe Stated Principal Balance of theTELs (calculated using the sameinterest accrual basis as eachunderlying mortgage loan), subjectto a minimum trustee fee of $5,000per annum, payable in equalmonthly installments


Certificate Administrator Fee /Certificate Administrator

0.0100% per annum multiplied bythe Stated Principal Balance of theTELs (calculated using the sameinterest accrual basis as eachunderlying mortgage loan), subjectto a minimum certificateadministrator fee of $5,000 perannum, payable in equal monthlyinstallments


Guarantee Fee / Guarantor 0.4500% per annum multiplied bythe outstanding principal balance ofthe class A certificates (calculatedon an Actual/360 Basis); provided,however, that if on any distributiondate, the Guarantor will be requiredto make a Taxable GuarantorPayment, the Guarantee Fee will bereduced by an amount equal to thelesser of (a) the Guarantee Feeotherwise payable on suchdistribution date and (b) the TaxableGuarantor Payment (provided thatthe Guarantee Fee may not be lessthan zero)


CREFC® Intellectual PropertyRoyalty License Fee / CREFC®

0.0005% per annummultiplied by the outstandingprincipal balance of the classB certificates (calculated on a30/360 Basis)


Expenses

Servicing Advances /Master Servicer and Trustee

to the extent of funds available, theamount of any Servicing Advances

from time to time collections on therelated underlyingmortgage loan, or ifnot recoverable, fromgeneral collections

126


Interest on Servicing Advances /Master Servicer, SpecialServicer and Trustee

at Prime Rate when advance isreimbursed

first from DefaultInterest/late paymentfees, then fromgeneral collections

P&I Advances / Master Servicerand Trustee

to the extent of funds available, theamount of any P&I Advances

from time to time collections on therelated underlyingmortgage loan, or ifnot recoverable, fromgeneral collections

Interest on P&I Advances /Master Servicer and Trustee

at Prime Rate when advance isreimbursed

first from DefaultInterest/late paymentfees, then fromgeneral collections

Indemnification Expenses /Depositor, Trustee, CertificateAdministrator/Custodian,Master Servicer, SpecialServicer and Freddie Mac

amounts for which the depositor, thetrustee, the certificateadministrator/custodian, the masterservicer (for itself or on behalf ofcertain indemnified sub-servicers),Freddie Mac (in its capacity as theservicing consultant) and the specialservicer are entitled toindemnification, in each case, up toany related Aggregate Annual Capin each calendar year until paid infull

from time to time general collections

Interest on UnreimbursedIndemnification Expenses /Depositor, Trustee, Custodian,Certificate Administrator,Master Servicer, SpecialServicer and Freddie Mac

at Prime Rate when UnreimbursedIndemnificationExpenses arereimbursed

general collections

Fees payable to the master servicer and special servicer are paid only with respect to the combination of therelated TEL and the underlying mortgage loan or REO Property pursuant to the Pooling Agreement. For theavoidance of doubt, no separate fee is payable with respect to both a TEL and the related underlying mortgage loanfor services provided.

Distributions

General. On each distribution date, the certificate administrator will, subject to the applicable available fundsand the exception described in the next sentence, make all distributions required to be made on the certificates onthat date to the holders of record as of the record date, which will be the close of business on the last Business Dayof the calendar month preceding the month in which those distributions are to be made. The final distribution on anyoffered certificate, however, will be made only upon presentation and surrender of that certificate at the location tobe specified in a notice of the pendency of that final distribution.

Distributions made to a class of certificateholders will be allocated among those certificateholders in proportionto their respective percentage interests in that class.

Interest Distributions. All of the classes of certificates will bear interest except for the class B certificates whichare principal-only certificates and bear no interest. The class X certificates are interest-only certificates.

127

During each Interest Accrual Period, interest will accrue on the Class A certificates on an Actual/360 Basis andon the class X certificates on a 30/360 Basis based on:

• the pass-through rate with respect to that class for that Interest Accrual Period; and

• the outstanding principal balance or notional amount, as the case may be, of that class outstandingimmediately prior to the related distribution date.

On each distribution date, subject to the Available Distribution Amount for that date and the distributionpriorities described under “—Priority of Distributions” below and, in the case of the offered certificates, subject tothe Freddie Mac Guarantee, the holders of each interest-bearing class of certificates will be entitled to receive—

• the total amount of interest accrued during the related Interest Accrual Period with respect to that class ofcertificates, reduced (to not less than zero) by

• the total portion of any Net Aggregate Prepayment Interest Shortfall for that distribution date that isallocable to that class of certificates.

If the holders of any interest-bearing class of certificates do not receive all of the interest to which they areentitled on any distribution date, as described in the prior two paragraphs (including by means of a GuarantorPayment), then they will continue to be entitled to receive the unpaid portion of that interest on future distributiondates, subject to the Available Distribution Amount for those future distribution dates and the distribution prioritiesdescribed below.

The portion of any Net Aggregate Prepayment Interest Shortfall for any distribution date that is allocable toreduce the current accrued interest then payable with respect to any particular interest-bearing class of certificateswill be allocated to the class A and X certificates based on the amount of interest to which such classes are entitledfor such distribution date based on their respective pass-through rates. However, such Net Aggregate PrepaymentInterest Shortfalls with respect to the offered certificates will be covered under the Freddie Mac Guarantee.

Calculation of Pass-Through Rates. The pass-through rate for each interest-bearing class of offered certificatesfor the initial Interest Accrual Period is identified in the table on page 7.

The per annum pass-through rate for the class A certificates for each Interest Accrual Period will be equal to afloating rate equal to LIBOR plus the specified margin set forth in the table on page 7. LIBOR will be determinedfor each related Interest Accrual Period, and the pass-through rate for the class A certificates will be reset as of thebeginning of such Interest Accrual Period to LIBOR, determined on such LIBOR Determination Date, plus thespecified margin (provided that, if LIBOR is determined to be below zero, the pass-through rate on the class Acertificates will be equal to the margin), subject to rounding.

The class A certificates accrue interest on an Actual/360 Basis.

The per annum pass-through rate for the class X certificates for any distribution date will equal the percentageequivalent of a fraction, the numerator of which is the dollar amount of Net Interest Collections remaining after theclass A certificates have been allocated interest, and the denominator of which is the outstanding notional amount ofthe class X certificates immediately prior to the related distribution date multiplied by 12. In no event may the classX pass-through rate be less than zero.

The notional amount of the class X certificates for each Distribution Date will equal the sum of the outstandingprincipal balance of the class A certificates and the outstanding principal balance of the class B certificatesimmediately prior to any date of determination. The CREFC® Intellectual Property Royalty License Fee accrues onthe outstanding principal balance of the class B certificates.

Principal Distributions. Subject to the Available Distribution Amount and the distribution priorities describedunder “—Priority of Distributions” below, the total amount of principal payable with respect to the PrincipalBalance Certificates on each distribution date will equal the Principal Distribution Amount for that distribution date.

128

In general, subject to the Available Distribution Amount and the distribution priorities described under“—Priority of Distributions” below, the total amount of principal to which the holders of the Principal BalanceCertificates will be entitled on each distribution date will, in the case of each of those classes, generally equal:

• in the case of the class A certificates, an amount (not to exceed the outstanding principal balance of theclass A certificates immediately prior to such distribution date) equal to the Principal Distribution Amountfor such distribution date, until the outstanding principal balance of such class of certificates is reduced tozero; and

• in the case of the class B certificates, an amount (not to exceed the outstanding principal balance of theclass B certificates immediately prior to such distribution date) equal to the Principal Distribution Amountfor such distribution date (exclusive of any distributions of principal to which the holders of the class Acertificates are entitled on such distribution date as described in the immediately preceding bullet), until theoutstanding principal balance of such class of certificates is reduced to zero.

While the class A certificates are outstanding, no portion of the Principal Distribution Amount for anydistribution date will be allocated to the class B certificates. In no event will the holders of the class B certificatesbe entitled to receive any distributions of principal until the outstanding principal balance of the class A certificatesis reduced to zero.

Because of losses on the underlying TELs and/or default-related or other unanticipated issuing entity expenses,the outstanding principal balance of the class B certificates could be reduced to zero at a time when the class Acertificates remain outstanding. Following the payment in full of the outstanding principal balance of the class Acertificates, the Principal Distribution Amount for each distribution date will be allocated to the class B certificates(following reimbursement to Freddie Mac of guarantee payments with respect to the class A certificates, other thanreimbursement of Taxable Guarantor Payments) in an amount up to the lesser of the portion of that PrincipalDistribution Amount that remains unallocated and the outstanding principal balance of the subject class immediatelyprior to that distribution date.

If the master servicer or the trustee is reimbursed for any Nonrecoverable Advance or Workout-DelayedReimbursement Amount (together with accrued interest on such amounts), such amount will be deemed to bereimbursed first out of payments and other collections of principal on all the TELs (thereby reducing the PrincipalDistribution Amount on the related distribution date), prior to being deemed reimbursed out of payments and othercollections of interest on all the TELs. See “—Advances of Delinquent Monthly Debt Service Payments” below and“The Pooling Agreement—Servicing and Other Compensation and Payment of Expenses—Servicing Advances” inthis offering circular supplement.

Loss Reimbursement Amounts. As discussed under “—Reductions of Certificate Principal Balances inConnection with Realized Losses and Additional Issuing Entity Expenses” below, the outstanding principal balanceof any class of Principal Balance Certificates may be reduced without a corresponding distribution of principal. Ifthat occurs, then, subject to the Freddie Mac Guarantee in the case of the class A certificates and the AvailableDistribution Amount for each subsequent distribution date and the priority of distributions described below, theholders of that class will be entitled to be reimbursed for the amount of that reduction, without interest. Referencesto “loss reimbursement amount” in this offering circular supplement mean, in the case of any class of PrincipalBalance Certificates, for any distribution date, the total amount to which the holders of that class are entitled asreimbursement for all previously unreimbursed reductions, if any, made in the outstanding principal balance of thatclass on all prior distribution dates as discussed under “—Reductions of Certificate Principal Balances inConnection with Realized Losses and Additional Issuing Entity Expenses” below.

Freddie Mac Guarantee. On each distribution date following the receipt from the certificate administrator of astatement to certificateholders that indicates a Deficiency Amount for any class of offered certificates for suchdistribution date, the Guarantor will distribute the related Guarantor Payment in an aggregate amount equal to theDeficiency Amount for such class of offered certificates for such distribution date to the certificate administratorwhich will be required to pay such amount directly to the holders of such class of certificates. Any GuarantorPayment made to the class A certificates in respect of a Deficiency Amount relating to principal (but not in respectof reimbursement of Realized Losses (including as a result of Additional Issuing Entity Expenses)) will reduce theoutstanding principal balance of such class by a corresponding amount and will also result in a corresponding

129

reduction in the notional amount of the class X certificates (with respect to a Guarantor Payment to the class Acertificates). On each distribution date on which a Guarantor Payment is due with respect to the class A certificates,the Guarantor is required to notify the certificate administrator, the trustee, the master servicer and the specialservicer that such Guarantor Payment has been made in full (or if such Guarantor Payment was not paid in full, theamount that was unpaid), and specifying the amount of such Guarantor Payment made to the class A certificates.The Freddie Mac Guarantee does not cover any Yield Maintenance Charges, Static Prepayment Premiums or anyother prepayment fees or charges related to the TELs or underlying mortgage loans, nor does it cover any decreasein the interest entitlement of the class X certificates, which could be reduced to zero, as a result of (i) an increase inLIBOR, or (ii) with respect to the TEL that bears interest based on SIFMA, an increase in LIBOR relative toSIFMA, or (iii) as a result of a decrease in the Weighted Average Net Mortgage Pass-Through Rate due to a fasterrate of prepayment on the TELs with high interest rates. A payment in an aggregate amount equal to the DeficiencyAmount on any distribution date under the Freddie Mac Guarantee by virtue of covering the deficiency of interestdistributable will include any Guarantee Cap Payment. Because on any distribution date distributions in respect ofinterest are first allocated to the class A certificates before being allocated to the class X certificates, it is possiblethat there will be no interest available to distribute to the class X certificates (subject to the Freddie Mac Guarantee).

Freddie Mac will be entitled to a Guarantee Fee equal to 0.4500% per annum multiplied by the outstandingprincipal balance of the Class A certificates (calculated on an Actual/360 Basis); provided, however, that if on anydistribution date, the Guarantor will be required to make a Taxable Guarantor Payment, the Guarantee Fee will bereduced by an amount equal to the lesser of (a) the Guarantee Fee otherwise payable on such distribution date and(b) the Taxable Guarantor Payment (provided that the Guarantee Fee may not be less than zero). The Freddie MacGuarantee is not backed by the full faith and credit of the United States. If the Guarantor were unable to pay underthe Freddie Mac Guarantee, the offered certificates could be subject to losses.

Each Balloon Guarantor Payment will be reimbursed to the Guarantor (i) first, from subsequent collections onthe related TEL, net of any such collections used to reimburse the master servicer or the trustee, as applicable, foradvances made by them (including interest on those advances) on such TEL or on other TELs if determined to benonrecoverable (and therefore the principal portion of any such subsequent collections will not be included in thePrincipal Distribution Amount for future distribution dates) as described in “Description of the Certificates—Distribution Account—Withdrawals” in this offering circular supplement and (ii) second, as described under“Description of the Certificates—Distributions—Priority of Distributions” in this offering circular supplement.

130

Priority of Distributions. On each distribution date, the certificate administrator will apply the AvailableDistribution Amount for that date to make the following distributions in the following order of priority, in each caseto the extent of the remaining portion of the Available Distribution Amount:

Order ofDistribution Recipient Type and Amount of Distribution

1st Class A Interest up to the total interest distributable on the class A certificates (including accrued andunpaid interest from prior Interest Accrual Periods)

2nd Class X Interest up to the total interest distributable on the class X certificates

3rd Class A Principal up to the total principal distributable on the class A certificates, until the outstandingprincipal balance of such class has been reduced to zero

4th Class A andClass X

In the case of a default under the Freddie Mac Guarantee, reimbursement up to the lossreimbursement amounts, if any, for those classes, pro rata, based on the loss reimbursementamounts for those classes

5th Guarantor Any Guarantor Reimbursement Amounts relating to the class A or X certificates, other than (i)Guarantor Timing Reimbursement Amounts and (ii) Taxable Guarantor Payments

6th Guarantor Any Guarantor Timing Reimbursement Amounts relating to the class A certificates

7th Guarantor Any Guarantor Reimbursement Interest Amounts relating to the class A and X certificates

8th Class B Principal up to the total principal distributable on the class B certificates, until the outstandingprincipal balance of such class has been reduced to zero

9th Class B Reimbursement up to the loss reimbursement amount for that class

However, payments on the class A and X certificates will be covered by the Freddie Mac Guarantee, to theextent described in this offering circular supplement.

Subordination. As and to the extent described in this offering circular supplement, the rights of holders of theclass B certificates to receive distributions of amounts collected or advanced on the TELs will be subordinated to therights of holders of the class A certificates. This subordination is intended to enhance the likelihood of timelyreceipt by the holders of the class A certificates of the full amount of all interest payable in respect of suchcertificates on each distribution date, and the ultimate receipt by the holders of the class A certificates of principal inan amount equal to the outstanding principal balance of such certificates, which subordination will be accomplishedby the application of the Available Distribution Amount on each distribution date in accordance with the order ofpriority described above under “––Priority of Distributions” and by the allocation of Realized Losses (including as aresult of Additional Issuing Entity Expenses) as described below under “—Reductions of Certificate PrincipalBalances in Connection with Realized Losses and Additional Issuing Entity Expenses.”

Allocation to the class A certificates for so long as they are outstanding, of the entire Principal DistributionAmount for each distribution date will generally have the effect of reducing the outstanding principal balance of theclass A certificates at a faster rate than would be the case if principal payments were allocated pro rata to all classesof Principal Balance Certificates. Thus, as principal is distributed to the holders of the class A certificates, thepercentage interest in the issuing entity evidenced by such class will be decreased, with a corresponding increase inthe percentage interest in the issuing entity evidenced by the class B certificates, thereby increasing, relative to theirrespective outstanding principal balances, the subordination afforded to the class A certificates by the class Bcertificates.

Distributions of Static Prepayment Premiums and Yield Maintenance Charges. If any Static PrepaymentPremium or Yield Maintenance Charge (each, a “Prepayment Premium”) is collected during any particularCollection Period in connection with the prepayment of any of the TELs, the certificate administrator will berequired to distribute 100% of that Static Prepayment Premium or Yield Maintenance Charge on the distributiondate corresponding to that Collection Period, the holders of the class X certificates.

131

As described under “The Pooling Agreement—Servicing and Other Compensation and Payment of Expenses”in this offering circular supplement, if any Yield Maintenance Charge or Static Prepayment Premium is collected inconnection with a liquidation of an underlying mortgage loan or REO Property, a liquidation fee may be payable onthe amount collected. In such cases, the allocation of any Yield Maintenance Charges and Static PrepaymentPremiums to the class X certificates will be made net of any liquidation fee payable therefrom.

We do not make any representation as to—

• the enforceability of any provision of the TELs requiring the payment of any prepayment consideration; or

• the collectability of that prepayment consideration.

See “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs andUnderlying Mortgage Loans—Prepayment Provisions” in this offering circular supplement.

In no event will the holders of any offered certificates receive any Static Prepayment Premium, YieldMaintenance Charge or other prepayment consideration in connection with any repurchase of an underlyingmortgage loan as described under “Description of the TELs and Underlying Mortgage Loans—Cures, Repurchasesand Substitutions” in this offering circular supplement. In addition, the Freddie Mac Guarantee excludes thepayment of any Static Prepayment Premium, Yield Maintenance Charge or other prepayment consideration.

Treatment of REO Properties

Although any mortgaged real property may be acquired by the issuing entity through foreclosure, deed-in-lieuof foreclosure or otherwise, the related underlying mortgage loan will be treated as having remained outstandinguntil the REO Property is liquidated for purposes of determining—

• distributions on the certificates;

• allocations of Realized Losses (including as a result of Additional Issuing Entity Expenses) to thecertificates; and

• the amount of all fees payable to the master servicer, the special servicer, the certificate administrator andthe trustee under the Pooling Agreement.

In connection with these determinations, the related underlying mortgage loan will be taken into account whendetermining the Weighted Average Net Mortgage Pass-Through Rate and the Principal Distribution Amount foreach distribution date.

Operating revenues and other proceeds from an REO Property will be applied—

• first, to pay, or to reimburse the master servicer, the special servicer, the certificate administrator and/or thetrustee for the payment of, any costs and expenses incurred in connection with the operation and dispositionof the REO Property, and

• thereafter, as collections of principal, interest and other amounts due on the related underlying mortgageloan.

To the extent described under “—Advances of Delinquent Monthly Debt Service Payments” below, the masterservicer and the trustee will be required to advance (subject to a nonrecoverability determination) delinquentmonthly debt service payments with respect to each underlying mortgage loan as to which the correspondingmortgaged real property has become an REO Property, in all cases as if that underlying mortgage loan had remainedoutstanding.

132

Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional IssuingEntity Expenses

As a result of Realized Losses (including those resulting from the application of principal collections on theTELs to pay Additional Issuing Entity Expenses), the total outstanding principal balance of the Principal BalanceCertificates could exceed the total Stated Principal Balance of the mortgage pool. If this occurs following thedistributions made to the certificateholders on any distribution date, then the respective outstanding principalbalances of the following classes of certificates are to be sequentially reduced in the following order, until the totaloutstanding principal balance of those classes of certificates equals the total Stated Principal Balance of themortgage pool that will be outstanding immediately following the subject distribution date; provided that the totalStated Principal Balance of the mortgage pool will be decreased, for this purpose only, by the amount of anyunreimbursed Timing Guarantor Payments and increased, for this purpose only, by amounts of principal attributableto the mortgage pool previously used to reimburse nonrecoverable advances and certain advances related torehabilitated mortgage loans, as described under “—Advances of Delinquent Monthly Debt Service Payments”below and “The Pooling Agreement—Servicing and Other Compensation and Payment of Expenses” in this offeringcircular supplement, other than any such amounts previously used to reimburse advances with respect to mortgageloans that have since become liquidated loans, that will be outstanding immediately following that distribution date.

Order of Allocation Class

1st Class B Certificates2nd Class A Certificates

The loss, if any, in connection with the liquidation of a Defaulted TEL or related REO Property will generallybe an amount equal to the excess, if any, of:

• the outstanding principal balance of the underlying mortgage loan as of the date of liquidation, togetherwith all accrued and unpaid interest on the underlying mortgage loan through and including the end of therelated mortgage interest accrual period in which such liquidation occurred, exclusive, however, of anyportion of that interest that represents Default Interest, and

• all related unreimbursed Servicing Advances (with interest) and unpaid liquidation expenses, over

• the total amount of Liquidation Proceeds, if any, recovered in connection with the liquidation that areavailable to pay interest (other than Default Interest) on and principal of the underlying mortgage loan.

If any portion of the debt due under any TEL is forgiven, whether in connection with a modification, waiver oramendment granted or agreed to by the master servicer or the special servicer or in connection with the bankruptcy,insolvency or similar proceeding involving the related underlying borrower, the amount forgiven, other than DefaultInterest, also will be treated as a Realized Loss.

The following items, to the extent that they are paid out of collections on the TEL pool (other than late paymentcharges and/or Default Interest collected on the TELs) in accordance with the terms of the Pooling Agreement, aresome examples of Additional Issuing Entity Expenses:

• any special servicing fees, workout fees and liquidation fees paid to the special servicer;

• any interest paid to the master servicer, the special servicer and/or the trustee with respect to advances;

• the cost of various opinions of counsel required or permitted to be obtained in connection with the servicingof the TELs, REO Property and underlying mortgage loans and the administration of the other assets of theissuing entity;

• any unanticipated expenses of the issuing entity, including—

The above-described reductions in the outstanding principal balance of the respective classes of the Principal Balance Certificates will represent an allocation of the Realized Losses (including those resulting from Additional Issuing Entity Expenses) that caused the particular mismatch in balances between the TELs and those classes of Principal Balance Certificates. However, Freddie Mac will be required under its guarantee to pay any holder of the class A certificates an amount equal to any such loss allocated to its class A certificates as described under “—Distributions—Freddie Mac Guarantee” above.

133

1. any reimbursements and indemnifications to the trustee, the custodian, the certificate administratorand various related persons and entities, as described under “The Pooling Agreement—CertainIndemnities” in this offering circular supplement,

2. any reimbursements and indemnification to the master servicer, the special servicer, the depositor,Freddie Mac (in its capacity as servicing consultant) and various related persons and entities, asdescribed under “The Pooling Agreement—Certain Indemnities” in this offering circularsupplement, and

3. any U.S. federal, state and local taxes, and tax-related expenses, payable out of assets of the issuingentity; and

• Rating Agency fees, other than ongoing surveillance fees, that cannot be recovered from the underlyingborrower and that are not paid by any party to the Pooling Agreement or the Originator; and

• any amounts expended on behalf of the issuing entity to remediate an adverse environmental condition atany mortgaged real property securing a Defaulted Loan, as described under “The Pooling Agreement—Realization Upon Mortgage Loans” in this offering circular supplement.

Late payment charges and Default Interest collected with respect to any underlying mortgage loan are to beapplied to pay interest on any advances that have been or are being reimbursed with respect to that underlyingmortgage loan. In addition, late payment charges and Default Interest collected with respect to any underlyingmortgage loan are also to be applied to reimburse the issuing entity for any Additional Issuing Entity Expensespreviously incurred by the issuing entity with respect to that underlying mortgage loan. Late payment charges andDefault Interest collected with respect to any underlying mortgage loan that are not so applied to pay interest onadvances or to reimburse the issuing entity for previously incurred Additional Issuing Entity Expenses will be paidto the master servicer and/or the special servicer as additional servicing compensation.

Advances of Delinquent Monthly Debt Service Payments

The master servicer will be required to make, for each distribution date, a total amount of advances of principaland/or interest (“P&I Advances”) generally equal to all scheduled monthly debt service payments, other thanballoon payments (however, if Freddie Mac is acting as master servicer, this is subject to Freddie Mac’s obligationsas Guarantor to make a Balloon Guarantor payment), Default Interest, late payment charges, Yield MaintenanceCharges or Static Prepayment Premiums and assumed monthly debt service payments, in each case net of relatedmaster servicer surveillance fees (if any), special servicer surveillance fees (if any), master servicing fees andsub-servicing fees, that—

• were due or deemed due, as the case may be, during the related Collection Period with respect to the TELs,and

• were not paid by or on behalf of the respective underlying borrowers or otherwise collected as of the closeof business on the last day of the related Collection Period.

However, if it is determined that an Appraisal Reduction Amount exists with respect to any TEL, then themaster servicer will reduce the interest portion, but not the principal portion, of each monthly P&I Advance that itmust make with respect to that TEL during the period that the Appraisal Reduction Amount exists. The interestportion of any monthly P&I Advance required to be made with respect to any TEL as to which there exists anAppraisal Reduction Amount, will equal the product of—

• the amount of the interest portion of that monthly P&I Advance that would otherwise be required to bemade for the subject distribution date without giving effect to the Appraisal Reduction Amount, multipliedby

• a fraction—

1. the numerator of which is equal to the Stated Principal Balance of the TEL, net of the AppraisalReduction Amount, and

2. the denominator of which is equal to the Stated Principal Balance of the TEL.

134

However, there will be no such reduction in any advance for delinquent monthly debt service payments due toan Appraisal Reduction Event at any time after the outstanding principal balance of the class B certificates has beenreduced to zero.

With respect to any distribution date, the master servicer will be required to make monthly P&I Advances eitherout of its own funds or, subject to replacement as and to the extent provided in the Pooling Agreement, out of fundsheld in the collection account that are not required to be paid on the certificates on the related distribution date.Further, if a Ratings Trigger Event occurs with respect to any Third Party Master Servicer, the Guarantor will havethe right to require the Third Party Master Servicer to remit out of its own funds to the collection account, an amountequal to all monthly P&I Advances previously made out of the collection account and not previously repaid fromcollections on the TELs, and thereafter, the Third Party Master Servicer will be required to make monthly P&IAdvances solely out of its own funds.

To the extent that the master servicer fails to make a required monthly P&I Advance and the trustee is aware ofthat failure, the trustee will be obligated to make that advance in accordance with the Pooling Agreement.

The master servicer and the trustee will each be entitled to recover any monthly P&I Advance made by it out ofits own funds (together with interest accrued on such amount) from collections on the underlying mortgage loan asto which the advance was made. Neither the master servicer or the trustee will be obligated to make any monthlyP&I Advance that, in its judgment (in accordance with the Servicing Standard in the case of the judgment of themaster servicer, or in accordance with good faith business judgment in the case of the trustee), would not ultimatelybe recoverable out of collections on the related underlying mortgage loan. If the master servicer or the trusteemakes any monthly P&I Advance with respect to any of the TELs (including any such advance that is a Workout-Delayed Reimbursement Amount), that the master servicer, the trustee or the special servicer subsequentlydetermines (in accordance with the Servicing Standard in the case of the determination of the master servicer or thespecial servicer, or in accordance with good faith business judgment in the case of the trustee) will not berecoverable out of collections on that underlying mortgage loan (or, if such advance is a Workout-DelayedReimbursement Amount, out of collections of principal on all the TELs after the application of those principalpayments and collections to reimburse any party for a Nonrecoverable Advance) (such advance, a “NonrecoverableP&I Advance”), the master servicer or the trustee, as applicable, may obtain reimbursement for that advance,together with interest accrued on the advance as described below, out of general collections on the mortgage pool.See “The Pooling Agreement—Collection Account” in this offering circular supplement. In making suchdetermination, the master servicer, the trustee or the special servicer, as applicable, may take into account a range ofrelevant factors, including, among other things, (i) the existence of any outstanding Nonrecoverable Advance orWorkout-Delayed Reimbursement Amount on any underlying mortgage loan or REO Loan, (ii) the obligations ofthe underlying borrower under the related underlying mortgage loan, (iii) the related mortgaged real property in its“as is” condition, (iv) future expenses and (v) the timing of recoveries. Any reimbursement of a NonrecoverableP&I Advance (including interest accrued on such amount) will be deemed to be reimbursed first from payments andother collections of principal on the mortgage pool (thereby reducing the amount of principal otherwise distributableon the certificates on the related distribution date) prior to the application of any other general collections on themortgage pool against such reimbursement. The special servicer’s determination that a previously made or proposedP&I Advance is a Nonrecoverable P&I Advance will be conclusive and binding on the master servicer and thetrustee. However, prior to or absent such a determination by the special servicer, each of the master servicer and thetrustee will be entitled to make its own determination that a P&I Advance is a Nonrecoverable P&I Advance andneither the special servicer nor any other party may require the master servicer or the trustee to make any P&IAdvance that the master servicer or the trustee has determined to be a Nonrecoverable P&I Advance. In addition,the trustee will be entitled to conclusively rely on the master servicer’s determination that a monthly P&I Advance isa Nonrecoverable P&I Advance.

However, instead of obtaining reimbursement out of general collections on the mortgage pool immediately for aNonrecoverable P&I Advance, the master servicer or the trustee, as applicable, may, in its sole discretion, elect toobtain reimbursement for such Nonrecoverable P&I Advance over a period of time (not to exceed six monthswithout the consent of the Approved Directing Certificateholder or 12 months in any event), with interest continuingto accrue on such amount at the Prime Rate. At any time after such a determination to obtain reimbursement overtime in accordance with the preceding sentence, the master servicer or the trustee, as applicable, may, in its solediscretion, decide to obtain reimbursement for such Nonrecoverable P&I Advance from general collections on the

135

mortgage pool (including, without limitation, interest collections) immediately. In general, such a reimbursementdeferral will only be permitted under the Pooling Agreement if and to the extent that the subject NonrecoverableP&I Advance, after taking into account other outstanding Nonrecoverable Advances, could not be reimbursed withinterest out of payments and other collections of principal on the mortgage pool during the current CollectionPeriod. The fact that a decision to recover a Nonrecoverable P&I Advance over time, or not to do so, benefits someclasses of certificateholders to the detriment of other classes of certificateholders will not constitute a violation ofthe Servicing Standard or a breach of the terms of the Pooling Agreement by any party to the Pooling Agreement ora violation of any duty owed to the certificateholders by any party to the Pooling Agreement.

In addition, in the event that any monthly P&I Advance with respect to a Defaulted TEL remains unreimbursedfollowing the time that such underlying mortgage loan is modified and returned to performing status and the amountof such advance becomes an obligation of the related underlying borrower under the terms of the modified loandocuments (a “Workout-Delayed Reimbursement Amount”), the master servicer or the trustee will be entitled toreimbursement for that advance and interest accrued on such advance (even though that advance is not deemed aNonrecoverable P&I Advance), on a monthly basis, out of – but solely out of – payments and other collections ofprincipal on all the TELs after the application of those principal payments and collections to reimburse any party forany Nonrecoverable Advance, prior to any distributions of principal on the certificates. If any such advance is notreimbursed in whole due to insufficient principal collections during the related Collection Period, then the portion ofthat advance which remains unreimbursed will be carried over (with interest on such amount continuing to accrue)for reimbursement in the following Collection Period (to the extent of principal collections available for thatpurpose). If any such advance, or any portion of any such advance, is determined, at any time during thisreimbursement process, to be a Nonrecoverable Advance, then the master servicer or the trustee, as applicable, willbe entitled to immediate reimbursement out of general collections as a Nonrecoverable Advance in an amount equalto the portion of that advance that remains outstanding, plus accrued interest.

The master servicer and the trustee will each be entitled to receive interest on monthly P&I Advances made bythat party out of its own funds. That interest will accrue on the amount of each monthly P&I Advance for so long asthat advance is outstanding from the date made (or, if made prior to the end of the applicable grace period, from theend of that grace period), at an annual rate equal to the Prime Rate. Subject to the discussion in the two precedingparagraphs, interest accrued with respect to any monthly P&I Advance on an underlying mortgage loan will bepayable out of general collections on the mortgage pool.

A monthly debt service payment will be assumed to be due with respect to:

• each underlying mortgage loan that is delinquent with respect to its balloon payment beyond the end of theCollection Period in which its maturity date occurs and as to which no arrangements have been agreed tofor the collection of the delinquent amounts, including an extension of maturity; and

• each underlying mortgage loan as to which the corresponding mortgaged real property has become an REOProperty.

The assumed monthly debt service payment deemed due on any underlying mortgage loan described in the priorsentence will equal, for its maturity date (if applicable) and for each successive due date following the relevant eventthat it or any related REO Property remains part of the issuing entity, the sum of (i) the principal portion, if any, ofthe monthly debt service payment that would have been due on the underlying mortgage loan on the relevant date ifthe related balloon payment had not come due or the related mortgaged real property had not become an REOProperty, as the case may be, and the underlying mortgage loan had, instead, continued to amortize and accrueinterest according to its terms in effect prior to that event, plus (ii) one month’s interest on the Stated PrincipalBalance of the underlying mortgage loan at the related mortgage interest rate (but not including Default Interest).

Reports to Certificateholders and Freddie Mac; Available Information

Certificate Administrator Reports. Based on information provided in monthly reports prepared by the masterservicer and the special servicer in accordance with the Pooling Agreement, and in any event delivered to thecertificate administrator, the certificate administrator will be required to prepare and make available electronicallyor, upon written request, provide by first class mail, (i) by 12:00 p.m. New York City time on the third Business Dayprior to each distribution date to Freddie Mac and (ii) on each distribution date to each registered holder of a

136

certificate, a statement to certificateholders substantially in the form of and containing the information substantiallyas required by Exhibit B. The certificate administrator’s statement to certificateholders will detail the distributionson the certificates on that distribution date and the performance, both in total and individually to the extent available,of the TELs and the related mortgaged real properties. Recipients will be deemed to have agreed to keep the subjectinformation confidential. The statement to certificateholders will be required to detail the amount of TaxableGuarantor Payments.

The master servicer will be required to provide the standard CREFC Investor Reporting Package® to thecertificate administrator on a monthly basis for the TELs. The certificate administrator will not be obligated todeliver any such report until the reporting package is provided by the master servicer.

To the extent that any related permitted subordinate mortgage debt is being serviced by the master servicer orthe master servicer receives the necessary information from the applicable servicer of such permitted subordinatemortgage debt, and if not prohibited by the terms of the related permitted subordinate mortgage debt loan documentsor any servicing agreement with respect to the related permitted subordinate mortgage debt (i) the master servicerwill include information on such permitted subordinate mortgage debt in each CREFC® operating statement analysisreport and (ii) if applicable CREFC® guidelines are revised to require information on subordinate mortgage debt tobe included in other report or files in the CREFC Investor Reporting Package® that the master servicer is required toprepare and if Freddie Mac so requests in writing, the master servicer will include information on such permittedsubordinate mortgage debt in such additional report or files in the CREFC Investor Reporting Package® inaccordance with such CREFC® guidelines as reasonably clarified by Freddie Mac. For the purposes of includinginformation on permitted subordinate mortgage debt in reports or files as contemplated under the terms of thePooling Agreement, the master servicer may conclusively rely (without investigation, inquiry, independentverification or any duty or obligation to recompute, verify or recalculate any of the amounts and other informationcontained in), absent manifest error, on information provided to it by the sub-servicer or other servicer of suchpermitted subordinate mortgage debt or by Freddie Mac.

Information Available Electronically. To the extent the “deal documents,” “periodic reports,” “additionaldocuments” and “special notices” listed in the following bullet points are in the certificate administrator’s possessionand prepared by it or delivered to it in an electronic format, the certificate administrator will be required to makeavailable to any Privileged Person via the certificate administrator’s website in accordance with the terms andprovisions of the Pooling Agreement:

• the following “deal documents”:

1. this offering circular supplement;

2. the Offering Circular;

3. the Pooling Agreement; and

4. the CREFC® loan setup file received by the certificate administrator from the master servicer;

• the following “periodic reports”:

1. certain underlying mortgage loan information as presented in the standard CREFC Investor ReportingPackage® (other than the CREFC® loan setup file); and

2. statements to certificateholders;

• the following “additional documents”:

1. inspection reports; and

2. appraisals;

• the following “special notices”:

1. notice of any failure by the TEL seller to repurchase a TEL that has an uncured material breach of arepresentation or warranty or a material document defect;

2. notice of final payment on the certificates;

137

3. notice of the resignation, termination, merger or consolidation of the master servicer, the specialservicer, the certificate administrator or the trustee and any notice of the acceptance of appointment byany successor;

4. notice of the occurrence of any event of default that has not been cured;

5. notice of any request by the directing certificateholder to terminate the special servicer;

6. any request by certificateholders to communicate with other certificateholders;

7. any amendment of the Pooling Agreement;

8. any notice of the occurrence of or termination of any Affiliated Borrower Loan Event;

9. any officer’s certificates supporting the determination that any advance was (or, if made, would be) anonrecoverable advance; and

10. such other reports or information at the reasonable direction of the depositor or the Guarantor;

provided, however, that the certificate administrator may not provide to (i) any person that is an underlying borrowerunder an underlying mortgage loan or an affiliate of an underlying borrower under an underlying mortgage loan thatis not the directing certificateholder, (a) any asset status report, inspection report, appraisal or internal valuation, (b)the CREFC® special servicer loan file or (c) any supplemental reports in the CREFC Investor Reporting Package® or(ii) the directing certificateholder, any asset status report, inspection report, appraisal or internal valuation relating toany Affiliated Borrower Loan. The certificate administrator’s website will initially be located atwww.usbank.com/abs. Access will be provided by the certificate administrator to Privileged Persons upon receiptby the certificate administrator from such person of an investor certification in the form(s) described in the PoolingAgreement, which form(s) may also be located on and submitted electronically via the certificate administrator’swebsite, or upon receipt by the 17g-5 information provider from such person of an NRSRO certification, asapplicable. The parties to the Pooling Agreement will be given access to the website without providing thatcertification. For assistance with the certificate administrator’s website, certificateholders may call (800) 934-6802.

The certificate administrator will make no representations or warranties as to the accuracy or completeness of,and may disclaim responsibility for, any report, document or other information made available by it for which it isnot the original source. The certificate administrator will not be deemed to have obtained actual knowledge of anyinformation posted on the certificate administrator’s website to the extent such information was not produced by thecertificate administrator.

The certificate administrator may require registration and the acceptance of a disclaimer, as well as anagreement to keep the subject information confidential, in connection with providing access to its website. Thecertificate administrator will not be liable for the dissemination of information made by it in accordance with thePooling Agreement.

Other Information. The Pooling Agreement will obligate the certificate administrator (or in the case of the itemslisted in the sixth and eighth bullet points below, the custodian) to make available at its offices, during normalbusiness hours, upon reasonable advance written notice, or electronically via its website, for review by, amongothers, any holder or beneficial owner of an offered certificate or any person identified to the certificateadministrator as a prospective transferee of an offered certificate or any interest in that offered certificate, originalsor copies, in paper or electronic form, of, among other things, the following items, to the extent such documentshave been delivered to the certificate administrator or the custodian, as applicable:

• any offering circular, offering circular supplement or other disclosure document relating to the applicableclass of certificates, in the form most recently provided to the certificate administrator;

• the Pooling Agreement, including exhibits, and any amendments to the Pooling Agreement;

• all monthly reports of the certificate administrator delivered, or otherwise electronically made available, tocertificateholders since the Closing Date;

138

• all officer’s certificates delivered to the certificate administrator by the master servicer and/or the specialservicer since the Closing Date, as described under “The Pooling Agreement—Evidence as to Compliance”in this offering circular supplement;

• all accountant’s reports delivered to the certificate administrator with respect to the master servicer and/orthe special servicer since the Closing Date, as described under “The Pooling Agreement—Evidence as toCompliance” in this offering circular supplement;

• any and all modifications, waivers and amendments of the terms of an underlying mortgage loan enteredinto by the master servicer or the special servicer and delivered to the custodian pursuant to the PoolingAgreement (but only for so long as the related TEL is part of the issuing entity);

• any and all officer’s certificates delivered to the certificate administrator to support the master servicer’sdetermination that any P&I Advance or Servicing Advance was or, if made, would be a NonrecoverableP&I Advance or Nonrecoverable Servicing Advance, as the case may be;

• any and all of the TEL documents contained in the mortgage file, and with respect to the directingcertificateholder and Freddie Mac only, any and all documents contained in the mortgage file;

• information provided to the certificate administrator regarding the occurrence of Servicing Transfer Eventsas to the TELs; and

• any and all Sub-Servicing Agreements provided to the certificate administrator and any amendments tosuch Sub-Servicing Agreements and modifications of such Sub-Servicing Agreements.

Copies of any and all of these items will be required to be made available by the certificate administrator or thecustodian, as applicable, upon written request. However, the certificate administrator and the custodian, asapplicable, will be permitted to require payment of a sum sufficient to cover the reasonable costs and expenses ofproviding the copies.

In connection with providing access to or copies of information pursuant to the Pooling Agreement, includingthe items described above, the certificate administrator, the master servicer or the special servicer will require, in thecase of a registered holder, beneficial owner or prospective purchaser of an offered certificate, a writtenconfirmation executed by the requesting person or entity, in the form required by the Pooling Agreement, generallyto the effect that, among other things, the person or entity (i) is a registered holder, beneficial owner or prospectivepurchaser of offered certificates, or an investment advisor representing such person, (ii) is requesting the informationfor use in evaluating such person’s investment in, or possible investment in, the offered certificates, (iii) is or is notan underlying borrower or an affiliate of an underlying borrower under the underlying mortgage loan, (iv) will keepthe information confidential, and (v) will indemnify the certificate administrator, the trustee, the custodian, themaster servicer, the special servicer, the issuing entity and the depositor from any damage, loss, cost or liability(including legal fees and expenses and the cost of enforcing this indemnity) arising out of or resulting from anyunauthorized use or disclosure of the information. However, the trustee, the certificate administrator, the custodian,the master servicer, the special servicer and any sub-servicer may not provide to (a) any person that is an underlyingborrower under an underlying mortgage loan or an affiliate of an underlying borrower under an underlying mortgageloan unless such person is the directing certificateholder, (i) any asset status report, inspection report, appraisal orinternal valuation, (ii) the CREFC® special servicer loan file or (iii) certain supplemental reports in the CREFCInvestor Reporting Package® or (b) the directing certificateholder, any asset status report, inspection report,appraisal or internal valuation relating to any Affiliated Borrower Loan. However, such restrictions on providinginformation will not apply to the master servicer, the special servicer and any sub-servicer if the applicable loandocuments expressly require such disclosure to such person as an underlying borrower under an underlyingmortgage loan.

Reports to Freddie Mac. On or before the third Business Day prior to each distribution date, the certificateadministrator will be required, in accordance with the terms of the Pooling Agreement, to prepare and distribute toFreddie Mac certain supplemental reports related to the offered certificates.

Deal Information/Analytics. Certain information concerning the TELs and the certificates may be availablethrough the following services:

139

• BlackRock Financial Management, Inc., Bloomberg, L.P., Moody’s Analytics, Trepp, LLC, IntexSolutions, Inc., CMBS.com and Thomson Reuters Corporation;

• the certificate administrator’s website initially located at www.usbank.com/abs; and

• the master servicer’s website initially located at www.freddiemac.com.

Voting Rights

The voting rights for the certificates will be allocated as follows:

• 99% of the voting rights will be allocated to the class A and B certificates, in proportion to the respectiveoutstanding principal balances of those classes; and

• 1% of the voting rights will be allocated to the class X certificates.

Voting rights allocated to a class of certificateholders will be allocated among those certificateholders inproportion to their respective percentage interests in that class. However, solely for the purposes of giving anyconsent, approval or waiver pursuant to the Pooling Agreement with respect to the rights, obligations or liabilities ofthe trustee, the certificate administrator, the master servicer, the special servicer or Freddie Mac, any certificateregistered in the name of such trustee, certificate administrator, master servicer, special servicer, Freddie Mac or anyaffiliate of any of them, as applicable, will be deemed not to be outstanding, and the voting rights to which it isentitled will not be taken into account in determining whether the requisite percentage of voting rights necessary toeffect any such consent, approval or waiver has been obtained. Such restriction will not apply to (i) the selection ofthe Controlling Class Majority Holder or the directing certificateholder or the exercise of the special servicer’s or itsaffiliates’ rights as a holder of certificates in the Controlling Class and (ii) except with respect to increases incompensation or material reductions in obligations, if the trustee, the certificate administrator, the master servicer,the special servicer or Freddie Mac, as the case may be, and/or their affiliates, own the entire class of eachcertificates affected by the action, vote, consent or waiver. A directing certificateholder that is not an ApprovedDirecting Certificateholder will retain any voting rights it has by virtue of being a certificateholder.

YIELD AND MATURITY CONSIDERATIONS

Yield Considerations

General. The yield on the offered certificates will depend on, among other things—

• the price you pay for your offered certificates; and

• the rate, timing and amount of distributions on your offered certificates.

The rate, timing and amount of distributions on the offered certificates will in turn depend on, among otherthings—

• the pass-through rate for, and the other payment terms of, the offered certificates;

• the rate and timing of payments and other collections on the TELs;

• the rate and timing of defaults, and the severity of losses, if any, on the TELs;

• the rate, timing, severity and allocation of other shortfalls and expenses that reduce amounts available fordistribution on the certificates (although such shortfalls with respect to the offered certificates may becovered under the Freddie Mac Guarantee, as further described in this offering circular supplement);

• the collection and payment, or waiver, of Yield Maintenance Charges or Static Prepayment Premiums withrespect to the TELs; and

• servicing decisions with respect to the TELs.

These factors cannot be predicted with any certainty. Accordingly, you may find it difficult to analyze theeffect that these factors might have on the yield to maturity of the offered certificates.

140

Freddie Mac Guarantee. Although the Freddie Mac Guarantee will mitigate the yield and maturityconsiderations with respect to the offered certificates discussed in this offering circular supplement, the Freddie MacGuarantee is not backed by the full faith and credit of the United States. If the Guarantor were unable to pay underthe Freddie Mac Guarantee, such mitigation would not apply.

Pass-Through Rates. The yield to maturity on the class A certificates will be highly sensitive to changes in thelevels of LIBOR such that decreasing levels of LIBOR will have a negative effect on the yield to maturity of theholders of such certificates. In addition, prevailing market conditions may increase the interest rate margins aboveLIBOR at which comparable securities are being offered, which would cause the class A certificates to decline invalue. Investors in the class A certificates should consider the risk that lower than anticipated levels of LIBOR couldresult in a lower yield to investors than the anticipated yield and the risk that higher market interest rate marginsabove LIBOR could result in a lower value of the class A certificates. See “Description of the Certificates—Distributions—Interest Distributions” in this offering circular supplement.

As further described below under “—Yield Sensitivity of the Class X Certificates,” the pass-through rates onthe class X certificates will be variable and the yields on the class X certificates will be sensitive to changes in therelative composition of the mortgage pool as a result of scheduled amortization, voluntary and involuntaryprepayments and liquidations of TELs following default. In addition, the entitlement to interest of the class Xcertificates will be reduced, and could be reduced to zero, as a result of (i) an increase in LIBOR, or (ii) with respectto the TEL that bears interest based on SIFMA, an increase in LIBOR relative to SIFMA, or (iii) as a result of adecrease in the Weighted Average Net Mortgage Pass-Through Rate due to a faster rate of prepayment on the TELswith higher Net Mortgage Interest Rates than the Weighted Average Net Mortgage Pass-Through Rate. Any suchreduction will negatively impact the yield to maturity of the class X certificates and will not be covered under theFreddie Mac Guarantee.

Rate and Timing of Principal Payments. The yield to maturity of the class X certificates will be extremelysensitive to, and the yield to maturity on any class A certificates purchased at a discount or a premium will beaffected by, the rate and timing of principal distributions made in reduction of the outstanding principal balance ofthose certificates. In turn, the rate and timing of principal distributions that are paid or otherwise result in reductionof the outstanding principal balance of the class A certificates will be directly related to the rate and timing ofprincipal payments on or with respect to the TELs. Finally, the rate and timing of principal payments on or withrespect to the TELs will be affected by their amortization schedules, the dates on which balloon payments are dueand the rate and timing of principal prepayments and other unscheduled collections on them, including for thispurpose, collections made in connection with liquidations of TELs due to defaults, casualties or condemnationsaffecting the mortgaged real properties, pay downs of loans due to failure of the related property to meet certainperformance criteria or purchases or other removals of TELs from the issuing entity.

Furthermore, because the class X certificates provide credit support for the class A certificates, any shortfalls inNet Interest Collections will result in shortfalls in interest distributions to the class X certificates before they resultin shortfalls in interest distributions to the class A certificates. Any such shortfalls to the class X certificates willalso negatively impact the yield to maturity of the class X certificates (subject to the Freddie Mac Guarantee).

If you are contemplating an investment in the interest-only certificates, you should further consider the risk thatan extremely rapid rate of payments and other collections of principal on the TELs could result in your failure tofully recoup your initial investment.

Prepayments and other early liquidations of the TELs will result in distributions on the class A certificates ofamounts that would otherwise be paid over the remaining terms of the TELs. This will tend to shorten the weightedaverage lives of the class A certificates and accelerate the rate at which the notional amounts of the correspondingcomponent of the interest-only certificates are reduced. Defaults on the TELs, particularly at or near their maturitydates, may result in significant delays in distributions of principal on the TELs and, accordingly, on the class Acertificates, while workouts are negotiated or foreclosures are completed, subject to the Freddie Mac Guarantee.These delays will tend to lengthen the weighted average lives of the class A certificates. See “The PoolingAgreement—Modifications, Waivers, Amendments and Consents” in this offering circular supplement.

The extent to which the yield to maturity on any class A certificate may vary from the anticipated yield willdepend on the degree to which the class A certificate is purchased at a discount or premium and when, and to whatdegree payments of principal on the TELs are in turn paid in a reduction of the outstanding principal balance of the

141

class A certificate. If you purchase class A certificates at a discount, you should consider the risk that a slower thananticipated rate of principal payments on the TELs could result in an actual yield to you that is lower than youranticipated yield. If you purchase the interest-only certificates or class A certificates at a premium, you shouldconsider the risk that a faster than anticipated rate of principal payments on the TELs could result in an actual yieldto you that is lower than your anticipated yield.

Because the rate of principal payments on or with respect to the TELs will depend on future events and a varietyof factors, no particular assurance can be given as to that rate or the rate of principal prepayments.

Delinquencies and Defaults on the TELs. The rate and timing of delinquencies and defaults on the TELs willaffect—

• the amount of distributions on the offered certificates;

• the yield to maturity of the offered certificates;

• the notional amount of the interest-only certificates;

• the rate of principal distributions on the class A certificates; and

• the weighted average lives of the offered certificates.

Delinquencies on the TELs may result in shortfalls in distributions of interest and/or principal on the offeredcertificates for the current month, although Freddie Mac will be required under its guarantee to pay the holder of anyoffered certificate an amount equal to any such shortfall allocated to its certificates as set forth in “Description of theCertificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement. Although any shortfallsin distributions of interest may be made up on future distribution dates, no interest would accrue on those shortfalls.Thus, any shortfalls in distributions of interest would adversely affect the yield to maturity of the offered certificates.

If—

• you calculate the anticipated yield to maturity for the offered certificates based on an assumed rate ofdefault and amount of losses on the TELs that is lower than the default rate and amount of losses actuallyexperienced, and

• the additional losses result in a reduction of the total distributions on or the total outstanding principalbalance of the offered certificates,

then your actual yield to maturity will be lower than you calculated and could, under some scenarios, be negative.

The timing of any loss on a liquidated mortgage loan that results in a reduction of the total distributions on orthe total outstanding principal balance of the offered certificates will also affect your actual yield to maturity, even ifthe rate of defaults and severity of losses are consistent with your expectations. In general, the earlier your lossoccurs, the greater the effect on your yield to maturity.

Even if losses on the TELs do not result in a reduction of the total distributions on or the total outstandingprincipal balance of the offered certificates, the losses may still affect the timing of distributions on, and theweighted average lives and yields to maturity of, the offered certificates.

In addition, if the master servicer or the trustee is reimbursed for any Nonrecoverable Advance or Workout-Delayed Reimbursement Amount (together with accrued interest on such amounts), such amount will be deemed tobe reimbursed first out of payments and other collections of principal on all the TELs (thereby reducing thePrincipal Distribution Amount on the related distribution date), prior to being deemed reimbursed out of paymentsand other collections of interest on all the TELs. See “Description of the Certificates—Advances of DelinquentMonthly Debt Service Payments” and “The Pooling Agreement—Servicing and Other Compensation and Paymentof Expenses—Servicing Advances” in this offering circular supplement.

142

Relevant Factors. The following factors, among others, will affect the rate and timing of principal payments anddefaults and the severity of losses on or with respect to the TELs:

• prevailing interest rates and, in the case of the floating rate TEL, prevailing margins over SIFMA forfloating rate loans based on SIFMA;

• the terms of the TELs, including—

1. provisions that impose prepayment lockout periods or require Yield Maintenance Charges or StaticPrepayment Premiums;

2. amortization terms that require balloon payments;

3. due-on-sale/encumbrance provisions; and

4. any provisions requiring draws on letters of credit or escrowed funds to be applied to principal;

• the demographics and relative economic vitality of the areas in which the mortgaged real properties arelocated;

• the general supply and demand for multifamily rental space of the type available at the mortgaged realproperties in the areas in which those properties are located;

• the quality of management of the mortgaged real properties;

• the servicing of the TELs;

• changes in tax laws; and

• other opportunities for investment.

See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans,” “Description of the TELs andUnderlying Mortgage Loans” and “The Pooling Agreement” in this offering circular supplement.

The rate of prepayment on the TELs is likely to be affected by prevailing market interest rates or, in the case ofthe floating rate TEL, margins over SIFMA for mortgage loans of a comparable type, term and risk level. When theprevailing market interest rate or margin over SIFMA is below the annual rate or margin at which an underlyingmortgage loan accrues interest, the related underlying borrower may have an increased incentive to refinance thatunderlying mortgage loan. Conversely, to the extent prevailing market interest rates or, in the case of the floatingrate TEL, margins over SIFMA, exceed the annual rate or margin over SIFMA at which a TEL accrues interest, theunderlying borrower may be less likely to voluntarily prepay that underlying mortgage loan.

Depending on prevailing market interest rates or, in the case of the floating rate TEL, margins over SIFMA, theoutlook for market interest rates or, in the case of the floating rate TEL, margins over SIFMA, and economicconditions generally, some underlying borrowers may sell their mortgaged real properties in order to realize theirequity in those mortgaged real properties, to meet cash flow needs or to make other investments. In addition, someunderlying borrowers may be motivated by U.S. federal and state tax laws, which are subject to change, to sell theirmortgaged real properties.

In addition, certain of the underlying mortgage loans underlying the TELs may have performance escrows orletters of credit pursuant to which the funds held in escrow or the proceeds of such letters of credit may be applied toreduce the outstanding principal balance of such TELs if certain performance triggers are not satisfied. Thiscircumstance would have the same effect on the offered certificate as a partial prepayment on such TELs withoutpayment of a Static Prepayment Premium or a Yield Maintenance Charge. For more information regarding theseescrows and letters of credit, see the footnotes to Exhibit A-1.

A number of the underlying borrowers are partnerships. The bankruptcy of the general partner in a partnershipmay result in the dissolution of the partnership. The dissolution of an underlying borrower partnership, the windingup of its affairs and the distribution of its assets could result in an acceleration of its payment obligations under therelated underlying mortgage loan, which may adversely affect the yield to maturity on the certificates.

143

We make no representation or warranty regarding:

• the particular factors that will affect the rate and timing of prepayments and defaults on the TELs;

• the relative importance of those factors;

• the percentage of the total principal balance of the TELs that will be prepaid or as to which a default willhave occurred as of any particular date;

• whether the TELs that are in a prepayment lockout period, including any part of that period whendefeasance or prepayment with a Yield Maintenance Charge or Static Prepayment Premium is allowed, willbe prepaid as a result of involuntary liquidations upon default or otherwise during that period; or

• the overall rate of prepayment or default on the TELs.

Floating rate commercial mortgage loans may be subject to a greater rate of principal prepayments in adeclining interest rate environment. We cannot assure you as to the rate of prepayments on the underlying mortgageloans in stable or changing interest rate environments.

Delay in Distributions. Because monthly distributions will not be made on the offered certificates until thedistribution date following the due dates for the TELs during the related Collection Period, your effective yield willbe lower than the yield that would otherwise be produced by your pass-through rate and purchase price, assumingthat your purchase price did not account for a delay.

Weighted Average Lives of the Class A Certificates

For purposes of this offering circular supplement, the weighted average life of any Principal Balance Certificaterefers to the average amount of time (in years) that will elapse from the assumed settlement date of November 28,2017 until each dollar to be applied in reduction of the outstanding principal balance of those certificates is paid tothe investor. For purposes of this “Yield and Maturity Considerations” section, the weighted average life of suchclass of Principal Balance Certificates is determined by:

• multiplying the amount of each principal distribution on such class of Principal Balance Certificates by thenumber of years from the assumed settlement date to the related distribution date;

• summing the results; and

• dividing the sum by the total amount of the reductions in the outstanding principal balance of such class ofPrincipal Balance Certificates.

Accordingly, the weighted average life of the class A certificates will be influenced by, among other things, the rateat which principal of the TELs is paid or otherwise collected or advanced and the extent to which those payments,collections and/or advances of principal are in turn applied in reduction of the outstanding principal balance of theclass A certificates (including any reductions in outstanding principal balance as a result of Balloon GuarantorPayments).

As described in this offering circular supplement, the Principal Distribution Amount for each distribution datewill be payable, subject to the Available Distribution Amount and the distribution priorities described under“Description of the Certificates—Distributions—Priority of Distributions” in this offering circular supplement, firstto make distributions of principal to the holders of the class A certificates until the outstanding principal balance ofthe class A certificates is reduced to zero, and thereafter to make distributions of principal to holders of the class Bcertificates until the outstanding principal balance of the class B certificates is reduced to zero. As a result, theweighted average life of the class A certificates may be shorter than would otherwise be the case if the PrincipalDistribution Amount for each distribution date was being paid on a pro rata basis among the respective classes ofPrincipal Balance Certificates.

The table set forth in Exhibit D shows with respect to the class A certificates—

• the weighted average life of that class, and

144

• the percentage of the initial principal balance of that class that would be outstanding after each of thespecified dates,

based on each of the indicated levels of CPR and the Modeling Assumptions.

The actual characteristics and performance of the TELs will differ from the Modeling Assumptions used incalculating the table on Exhibit D. That table is hypothetical in nature and is provided only to give a general sense ofhow the principal cash flows might behave under the assumed prepayment scenarios. Any difference between theModeling Assumptions used in calculating the table on Exhibit D and the actual characteristics and performance ofthe TELs, or their actual prepayment or loss experience, will affect the percentages of initial principal balancesoutstanding over time and the weighted average lives of the class A certificates.


• the TELs will prepay in accordance with the Modeling Assumptions or any other assumptions set forth inthis offering circular supplement;

• the TELs will prepay at any of the indicated levels of CPR or at any other particular prepayment rate;

• the TELs will not experience losses; or

• the TELs that are in a prepayment lockout period or defeasance period or that are prepayable during anyperiod with a Yield Maintenance Charge or a Static Prepayment Premium will not prepay, whethervoluntarily or involuntarily, during any such period.

You must make your own decisions as to the appropriate loss, prepayment and liquidation assumptions to be used indeciding to purchase any offered certificates.

Yield Sensitivity of the Class X Certificates

The yields to investors on the class X certificates will be highly sensitive to the rate and timing of principalpayments, including prepayments, and to the rate of default on the TELs. If you are contemplating an investment inthe certificates, you should fully consider the associated risks, including the risk that an extremely rapid rate ofprepayment and/or liquidation of the TELs could result in your failure to recoup fully your initial investment.

The table set forth in Exhibit E shows pre-tax corporate bond equivalent yields for the class X certificates basedon the Modeling Assumptions, except that the optional termination is exercised, and further assuming the specifiedpurchase prices and the indicated levels of CPR. Those assumed purchase prices are exclusive of accrued interest.

The yields set forth in the table in Exhibit E were calculated by:

• determining the monthly discount rate that, when applied to the assumed stream of cash flows to be paid onthe class X certificates, as applicable, would cause the discounted present value of that assumed stream ofcash flows to equal the assumed purchase price for the class X certificates plus accrued interest, and

• converting those monthly discount rates to corporate bond equivalent rates.

Those calculations do not take into account variations that may occur in the interest rates at which investors inthe class X certificates may be able to reinvest funds received by them as payments on those certificates.Consequently, they do not purport to reflect the return on any investment on the class X certificates whenreinvestment rates are considered.

145

In addition, the actual characteristics and performance of the TELs will differ from the Modeling Assumptionsused in calculating the table on Exhibit E. That table is hypothetical in nature and is provided only to give a generalsense of how the cash flows might behave under the assumed prepayment scenarios. Any difference between theModeling Assumptions used in calculating the table on Exhibit E and the actual characteristics and performance ofthe TELs, or their actual prepayment or loss experience, will affect the yield on the class X certificates.


• the TELs will prepay in accordance with the Modeling Assumptions or any other assumptions set forth inthis offering circular supplement;

• the TELs will prepay at any of the indicated levels of CPR or at any other particular prepayment rate;

• the TELs will not experience losses;

• the TELs that are in a prepayment lockout period or defeasance period, or that are prepayable during anyperiod with a Yield Maintenance Charge or a Static Prepayment Premium, will not prepay, whethervoluntarily or involuntarily, during any such period; or

• the purchase prices of the class X certificates will be as assumed.

It is unlikely that the TELs will prepay as assumed at any of the specified CPR levels until maturity or that all ofthe TELs will so prepay at the same rate. Actual yields to maturity for investors in the class X certificates may bematerially different than those indicated in the table in Exhibit E. Timing of changes in rate of prepayment, rate ofdefault under the TELs and other liquidations may significantly affect the actual yield to maturity to investors, evenif the average rate of principal prepayments and other liquidations is consistent with the expectations of investors.You must make your own decisions as to the appropriate prepayment, liquidation and loss assumptions to be used indeciding whether to purchase the class X certificates.

THE POOLING AGREEMENT

General

The certificates will be issued, the issuing entity will be created and the TELs will be serviced and administeredunder a pooling and servicing agreement, to be dated as of November 1, 2017 (the “Pooling Agreement”), by andamong the depositor, the master servicer, the special servicer, the trustee, the certificate administrator, the custodianand Freddie Mac. Subject to meeting certain requirements, each Originator has the right and is expected to appointitself, its affiliate or an unaffiliated third party as the sub-servicer of the TELs it originated.

The certificate administrator will provide a copy of the Pooling Agreement to a prospective or actual holder orbeneficial owner of an offered certificate, upon written request from such party or a placement agent and thecompletion of an appropriate confidentiality agreement in the form attached to the Pooling Agreement and, at thecertificate administrator’s discretion, payment of a reasonable fee for any expenses. The Pooling Agreement willalso be made available by the certificate administrator on its website, at the address set forth under “Description ofthe Certificates—Reports to Certificateholders and Freddie Mac; Available Information” in this offering circularsupplement.

The Master Servicer

Freddie Mac, a corporate instrumentality of the United States created and existing under the Freddie Mac Act,will be appointed as the master servicer. Freddie Mac is also the depositor and the Guarantor of the offeredcertificates. Freddie Mac’s principal servicing office is located at 8100 Jones Branch Drive, McLean, Virginia22102. Freddie Mac’s Multifamily Division currently has approximately 850 employees in the McLean, Virginiaheadquarters and in four regional offices and five field offices.

Freddie Mac conducts business in the U.S. secondary mortgage market by working with a national network ofexperienced multifamily seller/servicers to finance apartment buildings and other multifamily dwellings around the

146

country. Freddie Mac performs in-house underwriting and credit reviews of multifamily loans but does not directlyoriginate loans or service non-securitized loans for third-party investors.

Freddie Mac’s multifamily mortgage origination and servicing platform has been active for at least 20 years andhas experienced significant growth since 1993. Freddie Mac’s master servicing operations consist of four separateteams that handle surveillance activities, borrower transactions, asset resolution and REO Properties. As part of itssurveillance activities, Freddie Mac risk rates loans in its portfolio, performs comprehensive reviews of higher-riskloans (including review of quarterly financial statements, annual business plans and property inspections) andmonitors loan performance on Freddie Mac multifamily securitizations. Freddie Mac has extensive experience withborrower transactions, including transfers of ownership, repair escrow extensions, property management changes,releases of collateral and rental achievement releases and modifications. Freddie Mac also has extensive experienceprocessing distressed loans in asset resolution through extensions, forbearance, sale, modification, foreclosure andother loss mitigation activities.

Freddie Mac’s senior long-term debt ratings are “AA+” by S&P, “Aaa” by Moody’s, and “AAA” by Fitch. Itsshort-term debt ratings are “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch. Freddie Mac is currently ratedas a master servicer by S&P (Above Average) and by Fitch (CMS2).

Freddie Mac has developed detailed operating policies, procedures and controls across the various servicingfunctions to maintain compliance with the Guide, and to manage delinquent and specially-serviced loans. FreddieMac may out-source various functions to third-party vendors such as performing site inspections and appraisals.Freddie Mac monitors its third-party vendors in accordance with Freddie Mac’s internal policies and procedures, theGuide and applicable laws. Freddie Mac’s servicing policies and procedures, as reflected in the Guide, are updatedperiodically to keep pace with changes in Freddie Mac’s underwriting and servicing parameters and withdevelopments in the multifamily mortgage-backed securities industry. Such policies and procedures have beengenerally consistent for the last three years in all material respects, except that in 2012, Freddie Mac’s policies andprocedures were updated to reflect (1) modifications to Freddie Mac’s insurance requirements to reduce FreddieMac’s exposure to risk, adjust to changes in the insurance market and respond to customer needs and (2) an additionto Freddie Mac’s asset resolution policies regarding the timing for obtaining new appraisals in connection withvarious asset resolution events.

Freddie Mac, as the master servicer, will be generally responsible for the master servicing and primary servicingfunctions with respect to the TELs and the related underlying mortgage loans and, if applicable, REO Property.Freddie Mac, as the master servicer, will be permitted to appoint one or more sub-servicers to perform all or anyportion of its primary servicing functions under the Pooling Agreement pursuant to one or more sub-servicingagreements. Additionally, Freddie Mac may from time to time perform some of its servicing obligations under thePooling Agreement through one or more third-party vendors that provide servicing functions such as appraisals,environmental assessments, property condition assessments, property management, real estate brokerage servicesand other services necessary in the routine course of acquiring, managing and disposing of REO Property. FreddieMac will, in accordance with its internal procedures and applicable law, monitor and review the performance of anythird-party vendors retained by it to perform servicing functions, and Freddie Mac will remain liable for its servicingobligations under the Pooling Agreement as if Freddie Mac had not retained any such vendors.

The manner in which collections on the underlying mortgage loans are to be maintained is described belowunder “—The Pooling Agreement—Collection Account.” All amounts received by Freddie Mac on the TELs willbe deposited into a segregated collection account. Similarly, Freddie Mac will transfer any amount that is to bedisbursed to a disbursement account on the day of the disbursement. Any collections received by Freddie Mac withrespect to the TELs will not be co-mingled with collections from other commercial mortgage loans.

Freddie Mac will not have primary responsibility for custody services of original documents evidencing theTELs and underlying mortgage loans. Freddie Mac may from time to time have custody of certain of suchdocuments as necessary for enforcement actions involving the TELs or underlying mortgage loans or otherwise. Tothe extent that Freddie Mac has custody of any such documents for any such servicing purposes, such documentswill be maintained in a manner consistent with the Servicing Standard.

No securitization transaction involving multifamily mortgage loans in which Freddie Mac was acting as masterservicer, primary servicer or special servicer has experienced a servicer event of default as a result of any action or

147

inaction of Freddie Mac as master servicer, primary servicer or special servicer, including as a result of FreddieMac’s failure to comply with the applicable servicing criteria in connection with any securitization transaction.Freddie Mac has made all advances required to be made by it under its servicing agreements for multifamilymortgage loans.

Freddie Mac continues to operate under the conservatorship of the FHFA that commenced on September 6,2008. From time to time Freddie Mac is a party to various lawsuits and other legal proceedings arising in theordinary course of business and is subject to regulatory actions that could materially adversely affect its operationsand its ability to service loans pursuant to the Pooling Agreement. See “Description of the Depositor andGuarantor—Freddie Mac Conservatorship” and “Description of the Depositor and Guarantor—Litigation Involvingthe Depositor and Guarantor. “Certain duties and obligations of the master servicer and certain related provisions ofthe Pooling Agreement are described under “—Servicing Under the Pooling Agreement,” “—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses,” “—Required Appraisals,” and “—Inspections; Collection ofOperating Information” below. The master servicer’s ability to waive or modify any terms, fees, penalties orpayments on the underlying mortgage loans and the effect of that ability on the potential cash flows from theunderlying mortgage loans are described under “—Modifications, Waivers, Amendments and Consents” below.

Freddie Mac’s obligations as the master servicer to make advances, and the interest or other fees charged forthose advances and the terms of Freddie Mac’s recovery of those advances, are described under “—RequiredAppraisals” and “—Servicing and Other Compensation and Payment of Expenses—Servicing Advances” below and“Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circularsupplement.

The Special Servicer

Midland Loan Services, a Division of PNC Bank, National Association. Midland Loan Services, a Division ofPNC Bank, National Association, a national banking association, (“Midland” or “PNC Bank”), is expected to beappointed as the special servicer and in this capacity will be responsible for the special servicing and administrationof the TELs and the related underlying mortgage loans, other than the Marcella Manor TEL and Mortgage Loan,pursuant to the Pooling Agreement. Midland will also act as the Affiliated Borrower Loan DirectingCertificateholder with respect to underlying mortgage loans that are not Affiliated Borrower Special Servicer Loansand may, if requested, act as the Directing Certificateholder Servicing Consultant. With respect to the subordinatedebt secured by the mortgaged real property identified as “Marcella Manor” on Exhibit A-1, PNC Bank indirectlyowns a limited partnership interest in the fund that owns the limited partnership interest in the borrower, whichprovides PNC Bank with certain limited consent and enforcement rights. Midland’s principal servicing office islocated at 10851 Mastin Street, Building 82, Suite 300, Overland Park, Kansas 66210.

Midland is a real estate financial services company that provides loan servicing, asset management andtechnology solutions for large pools of commercial and multifamily real estate assets. Midland is approved as amaster servicer, special servicer and primary servicer for investment-grade CMBS by S&P, Moody’s, Fitch,Morningstar, DBRS and KBRA. Midland has received the highest rankings as a master and primary servicer of realestate assets under U.S. CMBS transactions from S&P, Fitch and Morningstar and the highest rankings as a specialservicer of real estate assets under U.S. CMBS transactions from S&P and Morningstar. For each category, S&Pranks Midland as “Strong” and Morningstar ranks Midland as “CS1”. Fitch ranks Midland as “CMS1” for masterservicer and primary servicer, and “CSS2+” for special servicer. Midland is also a HUD/FHA-approved mortgageeand a Fannie Mae-approved multifamily loan servicer.

Midland has detailed operating procedures across the various servicing functions to maintain compliance withits servicing obligations and the servicing standards under Midland’s servicing agreements, including procedures formanaging delinquent and specially serviced loans. The policies and procedures are reviewed annually and centrallymanaged. Furthermore, Midland’s disaster recovery plan is reviewed annually.

Midland will not have primary responsibility for custody services of original documents evidencing the TELs.Midland may from time to time have custody of certain of such documents as necessary for enforcement actionsinvolving the TELs or otherwise. To the extent that Midland has custody of any such documents for any suchservicing purposes, such documents will be maintained in a manner consistent with the Servicing Standard.

148

No securitization transaction involving commercial or multifamily mortgage loans in which Midland was actingas master servicer, primary servicer or special servicer, as applicable, has experienced a servicer event of default as aresult of any action or inaction of Midland as master servicer, primary servicer or special servicer, including as aresult of Midland’s failure to comply with the applicable servicing criteria in connection with any securitizationtransaction. Midland has made all advances required to be made by it under its servicing agreements for commercialand multifamily mortgage loans serviced by Midland in securitization transactions.

From time to time Midland is a party to lawsuits and other legal proceedings as part of its duties as a loanservicer (e.g., enforcement of loan obligations) and otherwise arising in the ordinary course of its business. Midlanddoes not believe that any such lawsuits or legal proceedings that are pending at this time would, individually or inthe aggregate, have a material adverse effect on its business or its ability to service loans pursuant to the PoolingAgreement.

Midland currently maintains an Internet-based investor reporting system, CMBS Investor Insight®, that containsperformance information at the portfolio, loan and property levels on the various CMBS transactions that it services.Certificateholders, prospective transferees of the certificates and other appropriate parties may obtain access toCMBS Investor Insight® through Midland’s website at www.pnc.com/midland. Midland may require registrationand execution of an access agreement in connection with providing access to CMBS Investor Insight®.

As of September 30, 2017, Midland was master and/or primary servicing approximately 31,721 commercial andmultifamily mortgage loans with a principal balance of approximately $429 billion. The collateral for such loans islocated in all 50 states, the District of Columbia, Puerto Rico, Guam and Canada. Approximately 8,936 of suchloans, with a total principal balance of approximately $156 billion, pertain to commercial and multifamily mortgage-backed securities. The related loan pools include multifamily, office, retail, hospitality and other income-producingproperties.

Midland has been servicing commercial and multifamily loans and leases in structured finance transactions andother servicing transactions since 1992. The table below contains information on the size of the portfolio ofcommercial and multifamily loans and leases in structured finance transactions and other servicing transactions forwhich Midland has acted as master and/or primary servicer from 2014 to 2016.

Calendar Year End(Approximate amounts in billions)

Portfolio Size – Master/Primary Servicing 2014 2015 2016

CMBS .................................................................. $157 $149 $149Other .................................................................... $179 $255 $294Total .................................................................... $336 $404 $444

As of September 30, 2017, Midland was named the special servicer in approximately 284 commercialmortgage-backed securities transactions with an aggregate outstanding principal balance of approximately $140billion. With respect to such transactions as of such date, Midland was administering approximately 100 assets withan outstanding principal balance of approximately $748 million.

Midland has acted as a special servicer for commercial and multifamily loans and leases in structured financetransactions and other servicing transactions since 1992. The table below contains information on the size of theportfolio of specially serviced commercial and multifamily loans, leases and REO properties that have been referredto Midland as special servicer in structured finance transactions and other servicing transactions from 2014 to 2016.

Calendar Year End(Approximate amounts in billions)

Portfolio Size – Special Servicing 2014 2015 2016

Total ................................................................................................$85 $110 $121

Midland may enter into one or more arrangements with the holders or beneficial owners of a majority interest inthe controlling class, the directing certificateholder, any junior certificateholder or any other person with the right toappoint or remove and replace the special servicer, to provide for a discount and/or revenue sharing with respect tocertain of the special servicer’s compensation in consideration of, among other things, Midland’s appointment (or

149

continuance) as special servicer under the Pooling Agreement and the related intercreditor agreements and limitationon the right of such person to replace the special servicer.

PNC Bank and its affiliates may use some of the same service providers (e.g., legal counsel, accountants andappraisal firms) as are retained on behalf of the issuing entity. In some cases, fee rates, amounts or discounts maybe offered to PNC Bank and its affiliates by a third party vendor which differ from those offered to the issuing entityas a result of scheduled or ad hoc rate changes, differences in the scope, type or nature of the service or transaction,alternative fee arrangements and negotiation by PNC Bank or its affiliates other than the Midland division.

The foregoing information with respect to Midland as special servicer set forth in this section “—The SpecialServicer” has been provided by Midland. Neither the depositor nor any other person other than Midland makes anyrepresentation or warranty as to the accuracy or completeness of such information.

Wells Fargo Bank, National Association. Wells Fargo Bank, National Association (“Wells Fargo”) will act asthe special servicer for the Marcella Manor TEL and Mortgage Loan. Wells Fargo is a national banking associationorganized under the laws of the United States of America, and is a wholly-owned direct and indirect subsidiary ofWells Fargo & Company. Wells Fargo is an affiliate of Wells Fargo Securities LLC, one of the placement agents.Wells Fargo also may, in certain circumstances, act as the Affiliated Borrower Loan Directing Certificateholder withrespect to the Marcella Manor TEL and Mortgage Loan to the extent it is not an Affiliated Borrower SpecialServicer Loan as it relates to Wells Fargo and may, if requested, act as the Directing Certificateholder ServicingConsultant. On December 31, 2008, Wells Fargo & Company acquired Wachovia Corporation, the owner ofWachovia Bank, National Association (“Wachovia”), and Wachovia Corporation merged with and into Wells Fargo& Company. On March 20, 2010, Wachovia merged with and into Wells Fargo. Like Wells Fargo, Wachovia actedas master servicer and special servicer of securitized commercial and multifamily mortgage loans and, following themerger of the holding companies, Wells Fargo and Wachovia integrated their two servicing platforms under a seniormanagement team that is a combination of both legacy Wells Fargo managers and legacy Wachovia managers.

The principal west coast commercial mortgage special servicing offices of Wells Fargo are located at MACA0227-020, 1901 Harrison Street, Oakland, California 94612. The principal east coast commercial mortgagespecial servicing offices of Wells Fargo are located at MAC D1050-084, 401 South Tryon Street, Charlotte, NorthCarolina 28202.

Wells Fargo has acted as a special servicer of securitized commercial and multifamily mortgage loans in excessof five years, including European loans as a result of the aforementioned acquisition of commercial mortgageservicing rights from Hypothekenbank Frankfurt AG. Wells Fargo’s special servicing system includes McCrackenFinancial Solutions Corp.’s Strategy CS software.

The table below sets forth information about Wells Fargo’s portfolio of specially serviced commercial andmultifamily mortgage loans as of the dates indicated:

CMBS Pools As of 12/31/2014 As of 12/31/2015 As of 12/31/2016 As of 9/30/2017

By Approximate Number ................................112 124 151 175Named Specially Serviced

Portfolio By ApproximateAggregate UnpaidPrincipal Balance (inbillions)(1) ................................................................$67.4 $86.0 $107.3 $119.8

Actively Specially ServicedPortfolio By ApproximateAggregate UnpaidPrincipal Balance (2)................................$520,064,655 $181,704,308 $106,851,483 $1,960,205,130

(1) Includes all loans in Wells Fargo’s portfolio for which Wells Fargo is the named special servicer, regardless of whether such loans are, as ofthe specified date, specially-serviced loans.

(2) Includes only those loans in the portfolio that, as of the specified date, are specially-serviced loans.

The properties securing loans in Wells Fargo’s special servicing portfolio may include retail, office,multifamily, industrial, hospitality and other types of income-producing property. As a result, such properties,

150

depending on their location and/or other specific circumstances, may compete with the mortgaged real properties fortenants, purchasers, financing and so forth.

Wells Fargo has developed strategies and procedures as special servicer for working with borrowers on problemloans (caused by delinquencies, bankruptcies or other breaches of the underlying loan documents) to maximize thevalue from the assets for the benefit of certificate holders. Wells Fargo’s strategies and procedures vary on a case bycase basis, and include, but are not limited to, liquidation of the underlying collateral, note sales, discounted payoffs,and borrower negotiation or workout in accordance with the applicable servicing standard, the underlying loandocuments and applicable law, rule and regulation.

It is anticipated that Wells Fargo and the Initial Directing Certificateholder or its designee may enter into aseparate agreement pursuant to which Wells Fargo, as a special servicer, will agree to pay to the Initial DirectingCertificateholder or its designee a portion of the special servicing compensation (other than the special servicing feeor the special servicer surveillance fee) received by Wells Fargo, as a special servicer, from time to time.

Wells Fargo has been master servicing securitized commercial and multifamily mortgage loans in excess of tenyears. Wells Fargo’s primary servicing system runs on McCracken Financial Solutions software, Strategy CS.Wells Fargo reports to trustees and certificate administrators in the CREFC® format. The following table sets forthinformation about Wells Fargo’s portfolio of master or primary serviced commercial and multifamily mortgageloans (including loans in securitization transactions and loans owned by other investors) as of the dates indicated:

Commercial andMultifamily Mortgage Loans

As of12/31/2014

As of12/31/2015

As of12/31/2016

As of9/30/2017

By Approximate Number:..................................... 33,605 32,716 31,128 29,591By Approximate Aggregate Unpaid

Principal Balance (in billions): ......................... $475.39 $503.34 $506.83 $508.20

Within this portfolio, as of September 30, 2017, are approximately 20,291 commercial and multifamilymortgage loans with an unpaid principal balance of approximately $387.8 billion related to CMBS or commercialreal estate collateralized debt obligation securities. In addition to servicing loans related to CMBS and commercialreal estate collateralized debt obligation securities, Wells Fargo also services whole loans for itself and a variety ofinvestors. The properties securing loans in Wells Fargo’s servicing portfolio, as of September 30, 2017, werelocated in all 50 states, the District of Columbia, Guam, Mexico, the Bahamas, the Virgin Islands and Puerto Ricoand include retail, office, multifamily, industrial, hotel and other types of income-producing properties. Alsoincluded in the above portfolio are commercial mortgage loans that Wells Fargo services in Europe through itsLondon Branch. Wells Fargo has been servicing commercial mortgage loans in Europe through its London Branchfor more than ten years. Through affiliated entities formerly known as Wachovia Bank, N.A., London Branch andWachovia Bank International, and as a result of its acquisition of commercial mortgage servicing rights fromHypothekenbank Frankfurt AG, formerly Eurohypo AG, in 2013, it has serviced loans secured by properties inGermany, Ireland, the Netherlands, and the UK. As of September 30, 2017, its European third party servicingportfolio, which is included in the above table, is approximately $899.3 million.

In its master servicing and primary servicing activities, Wells Fargo utilizes a mortgage-servicing technologyplatform with multiple capabilities and reporting functions. This platform allows Wells Fargo to process mortgageservicing activities including, but not limited to: (i) performing account maintenance; (ii) tracking borrowercommunications; (iii) tracking real estate tax escrows and payments, insurance escrows and payments, replacementreserve escrows and operating statement data and rent rolls; (iv) entering and updating transaction data; and (v)generating various reports.

The following table sets forth information regarding principal and interest advances and servicing advancesmade by Wells Fargo, as master servicer, on commercial and multifamily mortgage loans included in commercialmortgage-backed securitizations. The information set forth below is the average amount of such advancesoutstanding over the periods indicated (expressed as a dollar amount and as a percentage of Wells Fargo’s portfolio,as of the end of each such period, of master serviced commercial and multifamily mortgage loans included incommercial mortgage-backed securitizations).

151

Period

Approximate SecuritizedMaster-ServicedPortfolio (UPB)*

ApproximateOutstanding Advances

(P&I and PPA)*

ApproximateOutstanding

Advances as % of UPB

Calendar Year 2014 $377,947,659,331 $1,750,352,607 0.46%Calendar Year 2015 $401,673,056,650 $1,600,995,208 0.40%Calendar Year 2016 $385,516,905,565 $ 838,259,754 0.22%YTD Q3 2017 $377,858,855,749 $ 665,406,508 0.18%

* “UPB” means unpaid principal balance, “P&I” means principal and interest advances and “PPA” means property protectionadvances.

Wells Fargo is rated by Fitch, S&P and Morningstar as a primary servicer, a master servicer and a specialservicer of commercial mortgage loans in the US, and by Fitch and S&P as a primary servicer and a special servicerof commercial loans in the UK. Wells Fargo’s servicer ratings by each of these agencies are outlined below:

US Servicer Ratings Fitch S&P Morningstar

Primary Servicer: ................... CPS1- Strong MOR CS1Master Servicer:..................... CMS1- Strong MOR CS1Special Servicer CSS2 Above Average MOR CS2

UK Servicer Ratings Fitch S&P

Primary Servicer: ................... CPS2 AverageSpecial Servicer CSS3 Average

The long-term issuer ratings of Wells Fargo are rated “AA-” by S&P, “Aa2” by Moody’s and “AA-” by Fitch.The short-term issuer ratings of Wells Fargo are rated “A-1+” by S&P, “P-1” by Moody’s and “F1+” by Fitch.

Wells Fargo has developed policies, procedures and controls relating to its servicing functions to maintaincompliance with applicable servicing agreements and servicing standards, including procedures for handlingdelinquent loans during the period prior to the occurrence of a special servicing transfer event. Wells Fargo’sspecial servicing policies and procedures are updated periodically to keep pace with the changes in the CMBSindustry and have been generally consistent for the last three years in all material respects. The only significantchanges in Wells Fargo’s policies and procedures have come in response to changes in federal or state law orinvestor requirements, such as updates issued by the Federal National Mortgage Association or Freddie Mac.

Wells Fargo may perform any of its obligations under the Pooling Agreement through one or more third-partyvendors, affiliates or subsidiaries. Notwithstanding the foregoing, the special servicer under the Pooling Agreementwill remain responsible for its duties thereunder. Wells Fargo may engage third-party vendors to provide technologyor process efficiencies. Wells Fargo monitors its third-party vendors in compliance with its internal procedures andapplicable law. Wells Fargo has entered into contracts with third-party vendors for the following functions:

• provision of Strategy and Strategy CS software;

• tracking and reporting of flood zone changes;

• abstracting of leasing consent requirements contained in loan documents;

• legal representation;

• assembly of data regarding buyer and seller (borrower) with respect to proposed loan assumptions andpreparation of loan assumption package for review by Wells Fargo;

• performance of property inspections;

• performance of tax parcel searches based on property legal description, monitoring and reporting ofdelinquent taxes, and collection and payment of taxes;

• Uniform Commercial Code searches and filings;

• insurance tracking and compliance;

152

• onboarding-new loan setup;

• lien release-filing & tracking;

• credit investigation & background checks; and

• defeasance calculations.

Wells Fargo Bank’s responsibilities as special servicer under servicing agreements typically do not includecollection on the pool assets. However, Wells Fargo maintains certain operating accounts with respect to REOProperties in accordance with the terms of the applicable servicing agreement and the applicable servicing standard.

Wells Fargo (in its capacity as special servicer) will not have primary responsibility for custody services oforiginal documents evidencing the Marcella Manor TEL and Mortgage Loan. On occasion, Wells Fargo may havecustody of certain of such documents as are necessary for enforcement actions involving the Marcella Manor TELand Mortgage Loan or otherwise. To the extent Wells Fargo performs custodial functions as a servicer, documentswill be maintained in a manner consistent with the Servicing Standard.

Wells Fargo & Company files reports with the SEC as required under the Exchange Act. Such reports includeinformation regarding Wells Fargo and may be obtained at the website maintained by the SEC at www.sec.gov.

There are no legal proceedings pending against Wells Fargo, or to which any property of Wells Fargo is subject,that are material to the certificateholders, nor does Wells Fargo have actual knowledge of any proceedings of thistype contemplated by governmental authorities.

The foregoing information set forth in this section with respect to Wells Fargo as special servicer with respect tothe Marcella Manor TEL and Mortgage Loan has been provided by Wells Fargo. Neither the depositor nor anyother person other than Wells Fargo makes any representation or warranty as to the accuracy or completeness ofsuch information.

The special servicer may be requested by any Approved Directing Certificateholder to prepare and deliver arecommendation relating to a requested waiver of any “due-on-sale” or “due-on-encumbrance” clause or a requestedconsent to a modification, waiver or amendment for certain non-Specially Serviced Mortgage Loans. In providing arecommendation in response to any such request, the special servicer will be acting as a consultant to such ApprovedDirecting Certificateholder and any such recommendation provided will not be subject to the Servicing Standard.When acting as a consultant to any Approved Directing Certificateholder, the special servicer will have no duty orliability to any certificateholder other than such Approved Directing Certificateholder in connection with anyrecommendation it provides such Approved Directing Certificateholder or actions taken by any party as a result ofsuch consultation services provided to such Approved Directing Certificateholder as contemplated by the precedingsentence.

Each special servicer will, among other things, oversee the resolution of the TEL, for which it acts as specialservicer, during a special servicing period and the disposition of any REO Property. Certain of the special servicer’sduties as the special servicer under the Pooling Agreement, including information regarding the processes forhandling delinquencies, losses, bankruptcies and recoveries (such as through a liquidation of an underlying

A Wells Fargo proprietary website (www.wellsfargo.com/com/comintro) provides investors with access to investor reports for commercial mortgage-backed securitization transactions for which Wells Fargo is master servicer, and also provides borrowers with access to current and historical loan and property information for these transactions.

Certain duties and obligations of Midland as the special servicer and Wells Fargo, as special servicer of the Marcella Manor TEL and Mortgage Loan, and the provisions of the Pooling Agreement are described under “—Servicing Under the Pooling Agreement,” “—Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses,” “—Required Appraisals,” and “—Inspections; Collection of Operating Information” below. The special servicer’s ability to waive or modify any terms, fees, penalties or payments on the TELs and the effect of that ability on the potential cash flows from the TELs are described under “—Modifications, Waivers, Amendments and Consents” below.

153

mortgage loan, the sale of the TELs or negotiations or workouts with the underlying borrowers under the underlyingmortgage loans) are set forth under “—Realization Upon Mortgage Loan” below.

Certain terms of the Pooling Agreement regarding the special servicer’s removal, replacement, resignation ortransfer as special servicer are described under “—Resignation, Removal and Replacement of Servicers; Transfer ofServicing Duties” and “—Rights Upon Event of Default” below.

Significant Sub-Servicer

Citibank, N.A. Citibank, N.A., a national banking association (“Citibank”), originated 5 of the TELs (togetherwith the underlying mortgage loans), collectively representing 42.5% of the initial TEL pool balance. Citibank is anindirect wholly owned subsidiary of Citigroup Inc., a Delaware corporation, and an affiliate of Citigroup GlobalMarkets Inc., one of the placement agents for the certificates. Citibank is expected to arrange for the sub-servicing,through Berkadia Commercial Mortgage LLC, of all of the TELs originated by Citibank. Citibank is not an affiliateof the issuing entity, the depositor, the trustee, the custodian, the certificate administrator or the guarantor. Since2015, Citibank has originated approximately $654 million in TELs for sale to Freddie Mac, which includes the TELsthat will be sold to Freddie Mac for securitization in this transaction.

The information set forth in this section “—Significant Sub-Servicer—Citibank, N.A.” has been provided byCitibank. Neither the depositor nor any other person other than Citibank makes any representation or warranty as tothe accuracy or completeness of such information.

Berkadia Commercial Mortgage LLC. Berkadia Commercial Mortgage LLC, a Delaware limited liabilitycompany (“Berkadia”), is expected to enter into a sub-servicing agreement with Citibank pursuant to whichBerkadia will sub-service the 5 TELs and related underlying mortgage loans, collectively representing 42.5% of theinitial TEL pool balance, that were originated by Citibank. Berkadia is, indirectly, wholly-owned by LeucadiaNational Corporation and Berkshire Hathaway Inc.

Berkadia and its predecessor companies have experience with servicing commercial and multifamily mortgageloans in private label CMBS transactions dating back to 1995.

Berkadia performs primary and master servicing on CMBS transactions. In addition, Berkadia carries outprimary, master and asset management servicing activities on a contracted basis for third parties such as insurancecompanies, banks and other financial institutions. Berkadia is one of the largest servicers of commercial real estateloans in the United States. Berkadia’s principal office location is: 323 Norristown Road, Suite 300, Ambler,Pennsylvania 19002 with telephone number: (215) 328-1258.

As of June 30, 2017, Berkadia had a primary/master servicing portfolio of approximately 18,455 loans with anaggregate unpaid principal balance of approximately $213.6 billion. The table below contains summary informationon the size and growth of the portfolio of commercial and multifamily loans from 2013 to 2016 in respect of whichBerkadia has acted as primary and/or master servicer:

Calendar Year End

Portfolio—Primary/Master Servicing 2014 2015 2016

CMBS (US) .................................................................... $65.1 billion $53.8 billion $47.3 billionOther ............................................................................... 173.3 billion 173.1 billion 176.9 billion

Total ........................................................................... $238.4 billion $226.9 billion $224.2 billion

Berkadia currently maintains ratings or rankings from Fitch, S&P and Morningstar. Berkadia’s primaryservicing operations are rated or ranked, CPS1 by Fitch, STRONG by S&P, and CS1 by Morningstar. Berkadia’smaster servicing operations are rated or ranked, CMS2 by Fitch, STRONG by S&P, and CS1 by Morningstar.

Berkadia has developed policies, procedures and controls for the performance of its servicing obligations thatcomply in all material respects with applicable servicing agreements, and the applicable servicing criteria set forth inItem 1122 of Regulation AB. Berkadia reviews its policies and procedures regularly and, to the extent necessary,updates them on an annual basis to ensure that they reflect Berkadia’s current servicing practices. There were no

154

material changes made to the policies and procedures in order for Berkadia to be named the sub-servicer on thistransaction.

Berkadia has an established business continuity program that is tested regularly in accordance with its policiesand procedures. In the event of a disruption, all functions of the disrupted facility would transfer to a steadybusiness recovery facility, providing access to all data and tools to continue to perform its servicing duties.Berkadia’s business continuity program is tested and updated on an annual basis.

Berkadia maintains a multi-application mortgage-servicing technology platform, with multiple capabilities andreporting functions, to facilitate the processing of its servicing activities. Berkadia may, from time to time, engagethird party contractors or vendors to assist in performing certain routine servicing functions. Berkadia monitors andreviews its third party contractors and vendors in compliance with its internal procedures and applicable law.

No securitization transaction involving commercial mortgage loans in which Berkadia was acting as master orprimary servicer has experienced an event of default as a result of any action or inaction by Berkadia as master orprimary servicer, including as a result of Berkadia’s failure to comply with the applicable servicing criteria inconnection with any such securitization transaction.

Berkadia Services India Private Limited, a subsidiary of Berkadia, supports the servicing operations of Berkadiaand reports to the Executive Vice President of Servicing at Berkadia.

From time to time Berkadia and its affiliates are parties to lawsuits and other legal proceedings arising in theordinary course of business. Berkadia does not believe that any such lawsuits or legal proceedings would,individually or in the aggregate, have a material adverse effect on its business or its ability to serve as primaryservicer. Notwithstanding the foregoing, Berkadia discloses the following litigation: On February 23, 2016, acertificateholder of the J.P. Morgan Chase Commercial Mortgage Securities Trust, Series 2007-CIBC18 (the “2007-CIBC18 Trust”), filed suit (the “Lawsuit”) in the Supreme Court of New York, County of New York, againstKeyBank National Association (“KeyBank”), as special servicer, and Berkadia, as master servicer. The action wasbrought in connection with the determinations by KeyBank and Berkadia of the fair value of a loan secured by theBryant Park Hotel in New York City. KeyBank and Berkadia deny liability and believe that they performed theirobligations in accordance with the terms of the pooling and servicing agreement applicable to the 2007-CIBC18Trust. KeyBank’s and Berkadia’s motions to dismiss the Lawsuit were granted with prejudice on November 28,2016. The plaintiff has filed an appeal.

Certain duties and obligations of Berkadia as a sub-servicer and the provisions of the related Sub-ServicingAgreement, are described under “—Summary of Significant Sub-Servicing Agreement—Berkadia CommercialMortgage LLC” below.

The information set forth above in this section “—Significant Sub-Servicer—Berkadia Commercial MortgageLLC” has been provided by Berkadia. Neither the depositor nor any other person other than Berkadia makes anyrepresentation or warranty as to the accuracy or completeness of such information.

Summary of Significant Sub-Servicing Agreement

Citibank, N.A. Pursuant to the terms of a sub-servicing agreement between Citibank and the master servicer,Citibank will perform certain primary servicing functions with respect to the underlying mortgage loans identifiedon Exhibit A-1 as originated by Citibank. The sub-servicer may delegate its duties to agents or subcontractors solong as the related arrangements with such agents or subcontractors are consistent with the respective sub-servicingagreement and the Pooling Agreement.

Certain terms of the Pooling Agreement regarding Berkadia’s removal as sub-servicer are described under “—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties—Removal of the Master Servicer, the Special Servicer and any Sub-Servicer” below. Berkadia’s rights and obligations with respect to indemnification, and certain limitations on Berkadia’s liability under the Pooling Agreement, are described under “—Liability of the Servicers,” “—Summary of Significant Sub-Servicing Agreement—Berkadia Commercial Mortgage LLC” and “—Certain Indemnities” below.

155

The sub-servicer will service in accordance with the Servicing Standard under the Pooling Agreement.Generally, the sub-servicer will perform the following services in connection with the underlying mortgage loans inaccordance with the sub-servicing agreement and the Pooling Agreement:

(a) establishing and maintaining collection and escrow accounts, including deposits into and remittancesfrom such accounts;

(b) monitoring the status and payment of taxes, other assessments and insurance premiums for compliancewith the underlying loan documents;

(c) conducting inspections of the mortgaged real properties and delivering to the master servicer a writtenreport of the results of such inspection (other than with respect to Specially Serviced Mortgage Loans);

(d) preparing (i) monthly reports using the CREFC® reporting format and (ii) quarterly and annualCREFC® NOI Adjustment Worksheet and the CREFC® Operating Statement Analysis Report based on theoperating statements, budgets and rent rolls with respect to the mortgaged real properties and delivering thesame to the master servicer; and

(e) notifying the master servicer upon becoming aware that a Servicing Transfer Event may have occurredwith respect to any underlying mortgage loan.

With respect to any proposed assumptions, due-on-sale clause waivers, modifications, transfers and certainother underlying borrower requests, (1) the sub-servicer will not permit or consent to any such action without theprior written consent of the master servicer, (2) the sub-servicer will perform and deliver to the master servicer anyanalysis, recommendation and other information required under the Pooling Agreement (accompanied by anofficer’s certificate from the sub-servicer), and (3) the master servicer, not the sub-servicer, will deal directly withthe directing certificateholder in connection with obtaining any necessary approval or consent from the directingcertificateholder.

As compensation for its activities under its respective sub-servicing agreement, the sub-servicer will be paid asub-servicing fee and will be entitled to certain additional servicing compensation, all to the extent that the masterservicer is entitled to such amounts under the Pooling Agreement. See “Description of the Certificates—Fees andExpenses” in this offering circular supplement.

The master servicer and the sub-servicer will agree in the applicable sub-servicing agreement to indemnify andhold harmless each other (including any of their general or limited partners, directors, officers, shareholders,members, managers, employees, agents or affiliates) from and against any and all liability, claim, loss, out-of-pocketcost (including reasonable attorneys’ fees), penalty, expense, fee, forfeiture, judgment, or damage resulting from(i) any breach of any representation or warranty made by it in the sub-servicing agreement or (ii) any willfulmisconduct, bad faith, fraud or negligence by the indemnitor in the performance of its obligations or duties under thesub-servicing agreement or by reason of negligent disregard of such obligations and duties. Pursuant to the terms ofthe Pooling Agreement, the sub-servicer will be indemnified by the trust, to the extent the master servicer shall beentitled to such indemnification, subject to annual liability caps of any Third Party Master Servicer or sub-serviceras more particularly described in the Pooling Agreement. See “—Certain Indemnities” below.

The sub-servicer will at all times be a Freddie Mac approved servicer. The sub-servicer will not be an affiliateof the trustee and, should any sub-servicer become an affiliate of the trustee, the sub-servicer will immediatelyprovide written notice to the master servicer, Freddie Mac, the certificate administrator and the trustee of suchaffiliation. The master servicer will have the right to terminate the sub-servicer after certain termination eventsunder the sub-servicing agreement have occurred and have not been remedied or at the direction of Freddie Macupon a determination made by Freddie Mac, in accordance with the provisions of the Guide, that the sub-servicershould not sub-service the underlying mortgage loan. See “—Resignation, Removal and Replacement of Servicers;Transfer of Servicing Duties—Removal of the Master Servicer, the Special Servicer or any Sub-Servicer” below.

Berkadia Commercial Mortgage LLC. Pursuant to the terms of the Sub-Servicing Agreement between Berkadiaand Citibank, Berkadia will perform most of the primary servicing functions in connection with the underlyingmortgage loans sub-serviced by Berkadia, including, without limitation: (i) establishing and maintaining accounts;

156

(ii) generating remittance files and investor reporting packages in accordance with CREFC® reporting formats; (iii)preparing and filing all UCC continuation statements; (iv) conducting the inspections of the mortgaged realproperties (other than with respect to Specially Serviced Mortgage Loans) as provided in the applicable section ofthe Pooling Agreement, and preparing and delivering to the master servicer a written report of the results of suchinspection meeting the requirements of the report described in the Pooling Agreement; such inspections will beperformed at such times and in such manner as are consistent with the Servicing Standard and at such intervals asrequired by the Pooling Agreement, (v) using reasonable efforts consistent with the Servicing Standard to collect inaccordance with and as required by the Pooling Agreement, the quarterly and annual operating statements, budgetsand rent rolls with respect to the mortgaged real properties and delivering the same to the master servicer, (vi) foreach underlying mortgage loan (other than for an underlying mortgage loan that is a Specially Serviced MortgageLoan) preparing in accordance with the Pooling Agreement (or, if previously prepared, updating) the CREFC® netoperating income adjustment worksheet and the CREFC® operating statement analysis report and delivering thesame to the master servicer, (vii) certain functions with respect to assumptions, due-on-sale clause waivers andcertain other borrower requests with respect to non-Specially Serviced Mortgage Loans and (viii) collectingpayments from borrowers, depositing such payments in servicing, tax and escrow accounts, making tax, escrow,insurance and other reserve payments from reserve and escrow accounts, remitting such payments to the masterservicer and processing certain borrower requests.

With respect to any proposed assumption or due-on-sale waiver, (i) Berkadia will not permit or consent to anyassumption, transfer or other similar action contemplated by the applicable sections of the Pooling Agreementwithout the prior written consent of the master servicer and Citibank, (ii) Berkadia will perform and forward to themaster servicer and Citibank any analysis, recommendation or other information required to be prepared and/ordelivered by the master servicer under the applicable section of the Pooling Agreement, provided that Citibank’schief servicing officer will be required to provide any required chief servicing officer’s certificate to the masterservicer, and (iii) the master servicer, not Citibank or Berkadia, will deal directly with the applicable ApprovedDirecting Certificateholder (if any) in connection with obtaining any necessary approval or consent from suchApproved Directing Certificateholder.

Citibank and Berkadia each agrees in the Sub-Servicing Agreement to indemnify and hold harmless each other(including any of their partners, directors, officers, employees or agents) from and against any and all loss, liability,damage, claim, judgment, cost, fee, penalty, fine, forfeiture or other expense (including reasonable legal fees andexpenses) resulting from (i) any breach by the indemnitor of any representation, warranty, covenant or agreementmade by it in the Sub-Servicing Agreement or (ii) any willful misconduct, bad faith, fraud or negligence by theindemnitor in the performance of its obligations or duties under the Sub-Servicing Agreement or by reason ofnegligent disregard of such obligations and duties.

Berkadia may be terminated under the Sub-Servicing Agreement in certain limited cases, including upon anevent of default or upon any termination of Citibank under its sub-servicing agreement with the master servicer.

The foregoing information set forth in this section “—Summary of Significant Sub-Servicing Agreement—Berkadia Commercial Mortgage LLC” has been provided by Berkadia. Neither the depositor nor any other personother than Berkadia makes any representation or warranty as to the accuracy or completeness of such information.

Liability of the Servicers

The master servicer (either in its own right or on behalf of an indemnified sub-servicer), the special servicer andvarious related persons and entities will be entitled to be indemnified by the issuing entity for certain losses andliabilities incurred by the master servicer or the special servicer, as applicable, as described under “—CertainIndemnities” below.

None of the TELs, the underlying mortgage loans, or any REO Properties will be obligations of, or be insuredor guaranteed by the master servicer or the special servicer. In addition, the master servicer and the special servicer(including in its capacity as the Affiliated Borrower Loan Directing Certificateholder) will be under no liability tothe issuing entity, the other parties to the Pooling Agreement or the certificateholders for any action taken, or nottaken, in good faith pursuant to the Pooling Agreement or for errors in judgment. However, the master servicer andthe special servicer will not be protected against any breach of warranties or representations made in the PoolingAgreement or from any liability which would otherwise be imposed by reason of willful misconduct, bad faith, fraud

157

or negligence in the performance of its duties or negligent disregard of obligations and duties under the PoolingAgreement.

The master servicer and the special servicer each will be required to maintain at its own expense, fidelityinsurance, in the form of a financial institution bond, fidelity bond or its equivalent (“Fidelity Insurance”) consistentwith the Servicing Standard and errors and omissions insurance with an insurer that meets the qualifications set forthin the Pooling Agreement with coverage amounts consistent with the Servicing Standard. However, for so long asFreddie Mac is acting as the master servicer, the master servicer may elect not to maintain errors and omissionsinsurance.

Solely in the event that Accepted Servicing Practices is the applicable Servicing Standard, each of the masterservicer and the special servicer will be required to maintain Fidelity Insurance and errors and omissions insurancewith an insurer that meets the qualifications set forth in the Pooling Agreement. Such policy must meet certainrequirements as to coverage set forth in the Pooling Agreement. Coverage of the master servicer or the specialservicer under a policy or bond obtained by an affiliate of the master servicer or the special servicer, as applicablethat meets the same requirements as a policy obtained directly by the master servicer or the special servicer will bepermitted under the Pooling Agreement. In lieu of obtaining such a policy or bond, the master servicer or thespecial servicer will be permitted to provide self-insurance with respect to Fidelity Insurance or errors and omissionsinsurance, subject to satisfaction of certain credit ratings requirements by the master servicer, the special servicer, ortheir respective immediate or remote parent companies.

Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties

Resignation of the Master Servicer or the Special Servicer. The master servicer, the special servicer and anyAffiliated Borrower Special Servicer will only be permitted to resign from their respective obligations and dutiesunder the Pooling Agreement (i) upon a determination that such party’s duties are no longer permissible underapplicable law, (ii) upon the appointment of, and the acceptance of such appointment by, a successor to the resigningmaster servicer or resigning special servicer, as applicable, or (iii) as to the servicing of any Affiliated BorrowerSpecial Servicer Loans, in the case of the special servicer and any Affiliated Borrower Special Servicer, in themanner described in “—Removal of the Master Servicer, the Special Servicer and any Sub-Servicer” below, andupon the appointment of, and the acceptance of such appointment by, the successor to the resigning special servicer.Any such successor must satisfy the following conditions applicable to it (the “Successor Servicer Requirements”):(i) Freddie Mac has approved such successor, which approval will not be unreasonably withheld or delayed, (ii) thesuccessor to the master servicer, the special servicer or the Affiliated Borrower Special Servicer, as the case may be,agrees in writing to assume all of the responsibilities, duties and liabilities of the master servicer or the specialservicer, as the case may be, under the Pooling Agreement and certain Sub-Servicing Agreements that arisethereafter, (iii) such successor (a)(1) is rated at least “CMS3” (in the case of a successor master servicer) or “CSS3”(in the case of a successor special servicer) by Fitch and (2)(x) is acting as a master servicer or special servicer, asapplicable, on a deal- or transaction-level basis for all or a significant portion of the mortgage loans in a CMBStransaction that was rated by an NRSRO within the 12-month period prior to the date of determination and (y)Moody’s has not qualified, downgraded or withdrawn its then-current rating or ratings on one or more classes ofcertificates issued in any CMBS transaction and publicly cited servicing concerns with the replacement masterservicer or special servicer, as applicable, as the sole or material factor in such rating action or (b) subject to clause(i) above, is otherwise acceptable to Moody’s and Fitch as evidenced by receipt of Rating Agency Confirmation. and(iv) with respect to a successor special servicer or Affiliated Borrower Special Servicer, the trustee receives anopinion of counsel generally to the effect that, among other things, the agreement pursuant to which such specialservicer is replaced is binding. Any determination permitting the resignation of the master servicer or the specialservicer because such party’s duties are no longer permissible under applicable law must be evidenced by an opinionof counsel to such effect delivered to the certificate administrator and the trustee, the cost of which, together withany other expenses of such resignation, are required to be borne by the resigning party. No resignation by themaster servicer, the special servicer or any Affiliated Borrower Special Servicer will become effective until thetrustee or the successor to the master servicer, the special servicer or such Affiliated Borrower Special Servicer, asapplicable, has assumed the resigning master servicer’s, special servicer’s or such Affiliated Borrower SpecialServicer’s, as applicable, responsibilities and obligations under the Pooling Agreement in accordance with thisparagraph.

158

In addition, the directing certificateholder will be entitled to remove, with or without cause, the special serviceror any Affiliated Borrower Special Servicer (if the applicable Affiliated Borrower Special Servicer Loan is not anAffiliated Borrower Loan) and appoint a successor special servicer or Affiliated Borrower Special Servicer ratherthan have the trustee act as that successor, upon 30 Business Days’ prior written notice to the parties to the PoolingAgreement. Any successor special servicer or any Affiliated Borrower Special Servicer must satisfy the SuccessorServicer Requirements (including Freddie Mac’s approval, which may not be unreasonably withheld or delayed). Inaddition, the trustee must receive an opinion of counsel to the effect that the removal of the special servicer and/orthe appointment of a successor special servicer is in compliance with the terms of the Pooling Agreement. If suchremoval is without cause, all costs of the issuing entity and the special servicer incurred in connection withtransferring the subject special servicing responsibilities to a successor special servicer will be the responsibility ofthe directing certificateholder that effected the termination. Moreover, the terminated special servicer will be entitledto—

• payment out of the collection account for all accrued and unpaid special servicing fees, special servicersurveillance fees and additional special servicing compensation;

• continued rights to indemnification; and

• continued rights to some or all liquidation and workout fees earned by it as described below under“—Servicing and Other Compensation and Payment of Expenses.”

If at any time an Affiliated Borrower Special Servicer Loan Event occurs (other than with respect to anyAffiliated Borrower Special Servicer Loan Event that exists on the Closing Date and is described in the definition of“Affiliated Borrower Special Servicer Loan Event”), the Pooling Agreement will require that the special servicerpromptly resign as special servicer of the related Affiliated Borrower Special Servicer Loan and will provide for theappointment of a successor Affiliated Borrower Special Servicer to act as the special servicer with respect to suchAffiliated Borrower Special Servicer Loan. If the Affiliated Borrower Special Servicer Loan is not an AffiliatedBorrower Loan, the directing certificateholder will have the right to select a successor Affiliated Borrower SpecialServicer in accordance with the requirements of the Pooling Agreement, including (i) the satisfaction of theSuccessor Servicer Requirements, and (ii) that the chosen successor is then actively acting as special servicer on aFreddie Mac multifamily mortgage loan securitization or is otherwise approved by Freddie Mac. If (a) the AffiliatedBorrower Special Servicer Loan is an Affiliated Borrower Loan or (b) the directing certificateholder does not selecta successor to the resigning special servicer within 15 days after receipt of written notice of the applicable AffiliatedBorrower Special Servicer Loan Event (in the case of this clause (b) with the option of the directing certificateholderto extend the time period by an additional 15 days if the directing certificateholder is using reasonable efforts toappoint a successor) as described in the prior sentence, the resigning special servicer for the related AffiliatedBorrower Special Servicer Loan will be required to use reasonable efforts to select the Affiliated Borrower SpecialServicer within 15 days following receipt of written notice of the applicable Affiliated Borrower Special ServicerLoan Event in the case of clause (a) and within 15 days following a failure of the directing certificateholder to selecta successor within the time period permitted in the case of clause (b) (in each case with the option of the specialservicer to extend the time period by 15 additional days if the special servicer is using reasonable efforts to appoint asuccessor), each, in accordance with the requirements set forth in the Pooling Agreement, including (i) thesatisfaction of the Successor Servicer Requirements, and (ii) that the chosen successor is then actively acting asspecial servicer on a Freddie Mac multifamily mortgage loan securitization or is otherwise approved by FreddieMac.

The special servicer will be required to provide written notice to the parties to the Pooling Agreement and thedirecting certificateholder of both the occurrence (other than with respect to any Affiliated Borrower SpecialServicer Loan Event that exists on the Closing Date and that is described in the definition of “Affiliated Borrower

Removal of the Master Servicer, the Special Servicer and any Sub-Servicer. If an event of default described under “—Events of Default” below occurs with respect to the master servicer or the special servicer and remains unremedied, the trustee will be authorized, and at the direction of the directing certificateholder (but with respect to the master servicer, only if such directing certificateholder is an Approved Directing Certificateholder) or Freddie Mac, the trustee will be required, to terminate the defaulting party and appoint a successor, as described under “—Rights Upon Event of Default” below. The defaulting party is entitled to the payment of all compensation, indemnities, reimbursements, accrued and unpaid to the date of termination, and other similar amounts.

159

Special Servicer Loan Event”) and the termination of any Affiliated Borrower Special Servicer Loan Event withinfive Business Days after the special servicer obtains knowledge of such occurrence or termination of such AffiliatedBorrower Special Servicer Loan Event. Except with respect to any Affiliated Borrower Special Servicer Loan Eventthat exists on the Closing Date and that is described in the definition of “Affiliated Borrower Special Servicer LoanEvent,” (i) following the Closing Date and prior to its receipt of notice from the special servicer of the occurrence ofan Affiliated Borrower Special Servicer Loan Event and (ii) following its receipt of notice, if any, from the specialservicer of the termination of any Affiliated Borrower Special Servicer Loan Event and prior to its receipt of noticefrom the special servicer of the occurrence of another Affiliated Borrower Special Servicer Loan Event, unless, ineach case, the trustee, certificate administrator or the master servicer has actual knowledge that an AffiliatedBorrower Special Servicer Loan Event exists, the trustee, the certificate administrator, the master servicer andFreddie Mac will be entitled to conclusively assume that no Affiliated Borrower Special Servicer Loan Event exists.The master servicer, the trustee, the certificate administrator and Freddie Mac may rely on any such notice of theoccurrence or termination of an Affiliated Borrower Special Servicer Loan Event without making any independentinvestigation.

The special servicer will not have any liability with respect to the actions or inactions of the applicableAffiliated Borrower Special Servicer or with respect to the identity of any Affiliated Borrower Special Servicerselected in accordance with the requirements set forth in the Pooling Agreement.

Each Affiliated Borrower Special Servicer will perform all of the obligations of the special servicer for therelated Affiliated Borrower Special Servicer Loan and will be entitled to all amounts of compensation payable to thespecial servicer under the Pooling Agreement with respect to such Affiliated Borrower Special Servicer Loan thatare earned during such time as the related underlying mortgage loan is an Affiliated Borrower Special ServicerLoan. The special servicer that resigns as a result of an Affiliated Borrower Special Servicer Loan Event will beentitled to any special servicer surveillance fees, special servicing fees and liquidation fees that accrued before theeffective date of the resignation of the special servicer with respect to an underlying mortgage loan that became anAffiliated Borrower Special Servicer Loan and, for any such underlying mortgage loan that (i) becomes a CorrectedMortgage Loan before the effective date of the special servicer’s resignation for such Affiliated Borrower SpecialServicer Loan or (ii) would have become a Corrected Mortgage Loan before the effective date of the specialservicer’s resignation for such Affiliated Borrower Special Servicer Loan but for the requirement to receive threeconsecutive monthly debt service payments (provided that such payments occur within three months after sucheffective date of the special servicer’s resignation), the related workout fees.

If the master servicer or the related Affiliated Borrower Special Servicer, as applicable, has actual knowledge ofthe termination of any Affiliated Borrower Special Servicer Loan Event, the master servicer or Affiliated BorrowerSpecial Servicer, as applicable, will be required to provide prompt written notice of such circumstance to each of theother parties to the Pooling Agreement and the directing certificateholder.

If at any time an Affiliated Borrower Special Servicer Loan Event no longer exists with respect to an AffiliatedBorrower Special Servicer Loan, (i) the related Affiliated Borrower Special Servicer will be required to promptlyresign unless the directing certificateholder, with the consent of Freddie Mac, which consent may not beunreasonably withheld, instructs such Affiliated Borrower Special Servicer not to resign within five Business Daysof receipt of notice that such Affiliated Borrower Special Servicer Loan Event no longer exists, (ii) the relatedunderlying mortgage loan will no longer be an Affiliated Borrower Special Servicer Loan upon such resignation ofthe Affiliated Borrower Special Servicer, (iii) the special servicer for the TELs, the underlying mortgage loans andthe REO Property that are not Affiliated Borrower Special Servicer Loans will automatically succeed to theresigning Affiliated Borrower Special Servicer and will become the special servicer again for such underlyingmortgage loan upon any such resignation of the Affiliated Borrower Special Servicer and (iv) such special servicerwill be entitled to all compensation payable under the Pooling Agreement to the special servicer with respect to suchunderlying mortgage loan earned after such underlying mortgage loan is no longer an Affiliated Borrower SpecialServicer Loan, and the resigning Affiliated Borrower Special Servicer will be entitled to any special servicersurveillance fee, special servicing fees and liquidation fees that accrued while it was the Affiliated Borrower SpecialServicer and, for any such underlying mortgage loan that (i) becomes a Corrected Mortgage Loan while suchresigning Affiliated Borrower Special Servicer is acting in such capacity, or (ii) would have become a CorrectedMortgage Loan while such resigning Affiliated Borrower Special Servicer is acting in such capacity but for therequirement to receive three consecutive monthly debt service payments (provided that such payments occur within

160

three months after such effective date of the resignation of such Affiliated Borrower Special Servicer), the relatedworkout fees.

In the event of resignation of the special servicer or the Affiliated Borrower Special Servicer as to the servicingof any Affiliated Borrower Special Servicer Loans, the successor will be required to immediately succeed to itspredecessor’s duties under the Pooling Agreement.

“Affiliated Borrower Special Servicer” means the successor to the resigning special servicer for the relatedAffiliated Borrower Special Servicer Loan, which successor is appointed in accordance with the requirements setforth above.

“Affiliated Borrower Special Servicer Loan” means any underlying mortgage loan with respect to which anAffiliated Borrower Special Servicer Loan Event has occurred and is continuing (except with respect to anyAffiliated Borrower Special Servicer Loan Event that exists on the Closing Date and that is described in thedefinition of “Affiliated Borrower Special Servicer Loan Event”). As of the Closing Date, no Affiliated BorrowerSpecial Servicer Loan is expected to exist.

“Affiliated Borrower Special Servicer Loan Event” means an event that will exist with respect to anyunderlying mortgage loan if at any time the special servicer obtains knowledge that the special servicer, any of itsmanaging members or any of its affiliates (i) becomes, intends to become or is the related underlying borrower (or aproposed replacement underlying borrower) or a Restricted Mezzanine Holder, (ii) becomes aware that the specialservicer, any of its managing members or any of its affiliates is or intends to become an affiliate of the relatedunderlying borrower (or affiliate of the proposed replacement underlying borrower) or a Restricted MezzanineHolder or (iii) becomes or intends to become the owner of a direct or indirect interest in the related underlyingborrower (including a security interest (but not including a mezzanine loan unless the special servicer is a RestrictedMezzanine Holder) or preferred equity or participation interest) or in the related mortgaged real property (includingany lien on such mortgaged real property). As of the Closing Date, no Affiliated Borrower Special Servicer LoanEvent is expected to exist.

In addition, (i) if Freddie Mac is then acting as the master servicer, Freddie Mac may, and (ii) if Freddie Mac isnot then acting as master servicer, Freddie Mac will be entitled to direct the Third Party Master Servicer to removeany sub-servicer with respect to any underlying mortgage loan if (i) Freddie Mac determines, in accordance with theprovisions of the Guide that any sub-servicer should not sub-service the underlying mortgage loan, (ii) such sub-servicer becomes an affiliate of the trustee or (iii) Freddie Mac determines, in its reasonable discretion, that aconflict of interest exists between the sub-servicer and the related underlying borrower such that the sub-servicershould not sub-service the related underlying mortgage loan; provided, however, that any termination in connectionwith clauses (i), (ii) or (iii) above will be at the expense of Freddie Mac. Any sub-servicer that is terminatedpursuant to clauses (i), (ii) or (iii) above will have the right to sell its sub-servicing to either the Third Party MasterServicer or another sub-servicer acceptable to Freddie Mac, which acceptance may not be unreasonably withheld ordelayed. Except as provided in this paragraph with respect to Freddie Mac, in no event will Freddie Mac, in itscapacity as depositor or master servicer, the special servicer, the trustee, the certificate administrator, any ThirdParty Master Servicer or the issuing entity be liable to a sub-servicer for any termination or other fees, costs andexpenses associated with the removal of such sub-servicer.

Transfer of Servicing Duties. In connection with such appointment and assumption of a successor to the masterservicer or the special servicer as described in this offering circular supplement, subject to the right of thepredecessor master servicer or special servicer to retain certain fees earned by it prior to the subject event of default,the trustee may make such arrangements for the compensation of such successor out of payments on the TELs as itand such successor agree. However, no such compensation with respect to a successor master servicer or successorspecial servicer, as the case may be, will be in excess of that paid to the terminated master servicer or specialservicer, as the case may be, under the Pooling Agreement. The trustee, the master servicer, the special servicer andsuch successor are required to take such action, consistent with the Pooling Agreement, as will be necessary toeffectuate any such succession. Any reasonable costs and expenses associated with the transfer of the servicingfunction (other than with respect to a termination without cause of the special servicer by the directingcertificateholder as described above under “—Removal of the Master Servicer, the Special Servicer and any Sub-Servicer”) under the Pooling Agreement will be required to be borne by the predecessor master servicer or specialservicer. However, if such predecessor master servicer or special servicer, as applicable, fails to pay such costs and

161

expenses after reasonable efforts to obtain payment, then such costs and expenses will be an expense of the issuingentity.

If the master servicer or the special servicer, as the case may be, is terminated pursuant to the terms of thePooling Agreement, it is required to promptly (and in any event no later than 20 Business Days after its receipt ofthe notice of termination) provide the trustee with all documents and records requested by it and in the possession ofthe master servicer or the special servicer, as the case may be, to enable the trustee or another successor to assumethe master servicer’s or the special servicer’s, as the case may be, functions under the Pooling Agreement, and isrequired to reasonably cooperate with the trustee in effecting the termination of the master servicer’s or the specialservicer’s, as the case may be, responsibilities and rights under the Pooling Agreement, including, withoutlimitation, the prompt transfer (and in any event no later than five Business Days after its receipt of the notice oftermination) to the trustee or another successor for administration by it of all cash amounts which are at the time, orshould have been, credited by the master servicer to the collection account or any other account held by it onaccount of the TELs or credited by the special servicer to an REO account, as the case may be, or which thereafterare received with respect to any TEL or underlying mortgage loan or any REO Property.

The Trustee, Certificate Administrator and Custodian

U.S. Bank National Association, a national banking association (“U.S. Bank”), will act as trustee, certificateadministrator, custodian and certificate registrar under the Pooling Agreement. U.S. Bancorp, with total assetsexceeding $464 billion as of June 30, 2017, is the parent company of U.S. Bank, the fifth largest commercial bank inthe United States. As of June 30, 2017, U.S. Bancorp served approximately 18 million customers and operated over3,000 branch offices in 25 states. A network of specialized U.S. Bancorp offices across the nation provides acomprehensive line of banking, brokerage, insurance, investment, mortgage, trust and payment services products toconsumers, businesses, and institutions.

U.S. Bank has one of the largest corporate trust businesses in the country with office locations in 53 domesticand two international cities. The Pooling Agreement will be administered from U.S. Bank’s corporate trust officelocated at One Federal Street, 3rd Floor, Mailcode EX-MA-FED, Boston, Massachusetts 02110 (and for certificatetransfer services, 111 Fillmore Avenue, St. Paul, Minnesota 55107, Attention: Bondholder Services – FRETE 2017-ML03.

U.S. Bank has provided corporate trust services since 1924. As of June 30, 2017, U.S. Bank was acting astrustee with respect to over 90,000 issuances of securities with an aggregate outstanding principal balance of over$3.5 trillion. This portfolio includes corporate and municipal bonds, mortgage-backed and asset-backed securitiesand collateralized debt obligations.

The certificate administrator is required to make each monthly statement available to the Certificateholders viathe certificate administrator’s internet website at www.usbank.com/abs. Certificateholders with questions may directthem to the certificate administrator’s bondholder services group at (800) 934-6802.

As of June 30, 2017, U.S. Bank (and its affiliate U.S. Bank Trust National Association) was acting as trustee,paying agent and certificate registrar on 332 issuances of commercial mortgage-backed securities with anoutstanding aggregate principal balance of approximately $153,380,300,000.

Since 2014 various plaintiffs or groups of plaintiffs, primarily investors, have filed claims against U.S. Bank inits capacity as trustee or successor trustee (as the case may be) under certain residential mortgage-backed securities(“RMBS”) trusts. The plaintiffs or plaintiff groups have filed substantially similar complaints against other RMBStrustees, including Deutsche Bank, Citibank, HSBC, Bank of New York Mellon and Wells Fargo. The complaintsagainst U.S. Bank allege the trustee caused losses to investors as a result of alleged failures by the sponsors,mortgage loan sellers and servicers for these RMBS trusts and assert causes of action based upon the trustee’spurported failure to enforce repurchase obligations of mortgage loan sellers for alleged breaches of representationsand warranties concerning loan quality. The complaints also assert that the trustee failed to notify securityholders ofpurported events of default allegedly caused by breaches of servicing standards by mortgage loan servicers and thatthe trustee purportedly failed to abide by a heightened standard of care following alleged events of default.

162

Currently U.S. Bank is a defendant in multiple actions alleging individual or class action claims against thetrustee with respect to multiple trusts as described above with the most substantial case being: BlackRock BalancedCapital Portfolio et al v. U.S. Bank National Association, No. 605204/2015 (N.Y. Sup. Ct.) (class action allegingclaims with respect to approximately 794 trusts) and its companion case BlackRock Core Bond Portfolio et al v.U.S. Bank National Association, No. 14-cv-9401 (S.D.N.Y.). Some of the trusts implicated in the aforementionedBlackrock cases, as well as other trusts, are involved in actions brought by separate groups of plaintiffs related to nomore than 100 trusts per case.

U.S. Bank cannot assure you as to the outcome of any of the litigation, or the possible impact of these litigationson the trustee or the RMBS trusts. However, U.S. Bank denies liability and believes that it has performed itsobligations under the RMBS trusts in good faith, that its actions were not the cause of losses to investors and that ithas meritorious defenses, and it intends to contest the plaintiffs’ claims vigorously.

Under the terms of the Pooling Agreement, U.S. Bank is responsible for securities administration, whichincludes pool performance calculations, distribution calculations and the preparation of monthly distribution reports.The distribution reports will be reviewed by an analyst and then by a supervisor using a transaction-specific reviewspreadsheet. Any corrections identified by the supervisor will be corrected by the analyst and reviewed by thesupervisor. The supervisor also will be responsible for the timely delivery of reports to the administration unit forprocessing all cashflow items. As securities administrator, U.S. Bank is also responsible for the preparation andfiling of all tax returns on behalf of the issuing entity. In the past three years, U.S. Bank has not made materialchanges to the policies and procedures of its securities administration services for commercial mortgage-backedsecurities.

U.S. Bank will act as custodian of the mortgage files pursuant to the Pooling Agreement. As custodian, U.S.Bank is responsible for holding the mortgage files on behalf of the trustee. U.S. Bank will hold the mortgage files inone of its custodial vaults, which are located at 1133 Rankin Street, Suite 100, St. Paul, Minnesota 55116 Attention:Document Custody Services–FRETE 2017-ML03 Trust. The mortgage files are tracked electronically to identifythat they are held by U.S. Bank pursuant to the Pooling Agreement. U.S. Bank uses a barcode tracking system totrack the location of, and owner or secured party with respect to, each file that it holds as custodian, including themortgage files held on behalf of the trustee. As of June 30, 2017, U.S. Bank holds approximately 10,322,000document files for approximately 980 entities and has been acting as a custodian for over 20 years.

In its capacity as trustee on commercial mortgage securitizations, U.S. Bank is generally required to make anadvance if the related master servicer fails to make a required advance. In the past three years, U.S. Bank, in itscapacity as trustee, has not been required to make an advance on a U.S. domestic commercial mortgage-backedsecurities transaction.

The information set forth above in this section “—The Trustee, Certificate Administrator and Custodian” hasbeen provided by U.S. Bank. Neither the depositor nor any other person other than U.S. Bank makes anyrepresentation or warranty as to the accuracy or completeness of such information.

See also “—Rights Upon Event of Default,” “—Matters Regarding the Trustee, the Certificate Administratorand the Custodian” and “—Certain Indemnities” below.

Resignation and Removal of the Trustee and the Certificate Administrator

Each of the trustee and the certificate administrator will be permitted at any time to resign from its obligationsand duties under the Pooling Agreement by giving not less than 30 days prior written notice to the depositor, themaster servicer, the special servicer, Freddie Mac, the trustee or the certificate administrator, as the case may be, andall certificateholders. In addition, compliance with the Investment Company Act may require the trustee to resign if(i) underlying borrowers have defeased more than 20% of the TELs (by principal balance) and (ii) an affiliate of thetrustee is servicing or sub-servicing the TELs. Upon receiving a notice of resignation, the depositor will be requiredto use its reasonable best efforts to promptly appoint a qualified successor trustee or certificate administratoracceptable to the master servicer and Freddie Mac. If no successor trustee or certificate administrator has been soappointed and has accepted an appointment within 30 days after the giving of the notice of resignation, the resigningtrustee or certificate administrator may petition any court of competent jurisdiction to appoint a successor trustee orcertificate administrator, as applicable.

163

Each of the trustee and the certificate administrator must at all times be, and will be required to resign if it failsto be, (i) a corporation, national bank, trust company or national banking association, organized and doing businessunder the laws of any state or the United States of America or the District of Columbia, authorized under such lawsto exercise corporate trust powers and to accept the trust conferred under the Pooling Agreement, having a combinedcapital and surplus of at least $50,000,000 and subject to supervision or examination by federal or state authorityand, only in the case of the trustee, may not be an affiliate of the depositor, the master servicer or the special servicer(except during any period when the trustee is acting as, or has become successor to, a master servicer or specialservicer, as the case may be), (ii) an institution insured by the Federal Deposit Insurance Corporation and (iii) aninstitution whose long term senior unsecured debt (a) is rated “A” or higher by Fitch and “Aa3” or higher byMoody’s (or “A2” or higher by Moody’s if such institution’s short term unsecured debt obligations are rated “P-1”or higher by Moody’s) or (b) is otherwise acceptable to the Approved Directing Certificateholder (if any), FreddieMac and the Rating Agency as evidenced by the receipt of Rating Agency Confirmation with respect to such trusteeor certificate administrator.

If at any time the trustee or the certificate administrator ceases to be eligible to continue as the trustee or thecertificate administrator under the Pooling Agreement, or if the depositor has received notice from the RatingAgency that failure to remove the trustee or the certificate administrator will result in a downgrade, withdrawal orqualification of the then current rating assigned to the rated certificates, and fails to resign after written request byFreddie Mac, the depositor or the master servicer, or if at any time the trustee or the certificate administrator, asapplicable, becomes incapable of acting, or if some events of, or proceedings in respect of, bankruptcy or insolvencyoccur with respect to the trustee or the certificate administrator, the depositor will be authorized to remove thetrustee or the certificate administrator and appoint a successor trustee or certificate administrator, as applicable. Inaddition, holders of the certificates entitled to at least 51% of the voting rights may with cause (at any time) orwithout cause (at any time upon at least 30 days’ prior written notice) remove the trustee or certificate administratorunder the Pooling Agreement and appoint a successor trustee or certificate administrator acceptable to Freddie Mac.Any successor trustee or certificate administrator must be an institution that meets the requirements of theimmediately preceding paragraph. Further, if the ratings of the trustee or the certificate administrator fall below theratings required by the immediately preceding paragraph, Freddie Mac will have the right to remove the trustee orcertificate administrator, as applicable, and appoint a successor trustee or certificate administrator that meets thestandards set forth in the Pooling Agreement and who is otherwise acceptable to Freddie Mac in its sole discretion.

Any resignation or removal of a trustee or a certificate administrator and appointment of a successor trustee orcertificate administrator will not become effective until acceptance of appointment by the successor trustee orcertificate administrator, as applicable.

In the event of any resignation or removal of a trustee or a certificate administrator (other than a resignation of atrustee that is required solely due to a change in law or a conflict of interest arising after the Closing Date that is notwaived by all of the parties in conflict or is unwaivable), such resignation or removal will be effective with respectto each of such party’s other capacities under the Pooling Agreement, including, without limitation, such party’scapacities as trustee, custodian, certificate administrator and certificate registrar and 17g-5 information provider, asthe case may be.

See “—Rights Upon Event of Default,” “—Matters Regarding the Trustee, the Certificate Administrator and theCustodian” and “—Certain Indemnities” below.

Assignment of the Mortgage Loans

On the Closing Date, we will sell, assign, transfer or otherwise convey all of our right, title and interest in and tothe TELs, without recourse, to the trustee for the benefit of the holders of the certificates.

164

Servicing Under the Pooling Agreement

General. The master servicer and the special servicer must diligently service and administer the TELs, theunderlying mortgage loans and any REO Properties owned by the issuing entity for which it is responsible under thePooling Agreement directly, through sub-servicers or through an affiliate as provided in the Pooling Agreement onbehalf of the issuing entity and in the best interests of and for the benefit of the certificateholders (as a collectivewhole), as determined by the master servicer or the special servicer, as the case may be, in its reasonable judgment,in accordance with—

• any and all applicable laws,

• the express terms of the Pooling Agreement,

• the express terms of the respective TELs and the related underlying mortgage loans and any applicableintercreditor, co-lender or similar agreements, and

• to the extent consistent with the foregoing, the Servicing Standard.

In general, the master servicer will be responsible for the servicing and administration of—

• all TELs and the related underlying mortgage loans as to which no Servicing Transfer Event has occurred,and

• all worked-out TELs and underlying mortgage loans as to which no new Servicing Transfer Event hasoccurred.

If a Servicing Transfer Event occurs with respect to any TEL and underlying mortgage loan, that TEL andunderlying mortgage loan will not be considered to be “worked-out” until all applicable Servicing Transfer Eventshave ceased to exist.

In general, subject to specified requirements and certain consultations, consents and approvals of the ApprovedDirecting Certificateholder (if any) contained in the Pooling Agreement, the special servicer will be responsible forthe servicing and administration of each TEL and underlying mortgage loan as to which a Servicing Transfer Eventhas occurred and is continuing. The special servicer will also be responsible for the administration of each REOProperty.

However, the Pooling Agreement will require the master servicer:

• to continue to make all calculations and, subject to the master servicer’s timely receipt of information fromthe special servicer, prepare and deliver all reports to the certificate administrator required with respect toany specially serviced assets; and

• otherwise, to render other incidental services with respect to any specially serviced assets.

The master servicer will transfer servicing of a TEL and an underlying mortgage loan to the special servicerupon the occurrence of a Servicing Transfer Event with respect to that TEL and underlying mortgage loan. Thespecial servicer will return the servicing of that TEL and underlying mortgage loan to the master servicer, and thatTEL and underlying mortgage loan will be considered to have been worked-out, if and when all Servicing TransferEvents with respect to that TEL and underlying mortgage loan cease to exist and that TEL and underlying mortgageloan have become a Corrected Mortgage Loan.

Any Third Party Master Servicer, the Directing Certificateholder Servicing Consultant and any sub-servicermay consult with Freddie Mac with respect to the application of Freddie Mac Servicing Practices to any mattersrelated to non-Specially Serviced Mortgage Loans, but the Directing Certificateholder Servicing Consultant will notbe bound by any such consultation. Freddie Mac will be acting as a “servicing consultant” in connection with suchconsultations. Any sub-servicer will be required to inform the master servicer (if not Freddie Mac) of any suchconsultation with Freddie Mac. Freddie Mac (in its capacity as the servicing consultant) may contact the relatedunderlying borrower to request any necessary documentation from such underlying borrower in order to provideconsultation to any Third Party Master Servicer, the Directing Certificateholder Servicing Consultant or any sub-servicer with respect to the proper application of Freddie Mac Servicing Practices (a copy of such documentation

165

will also be provided by Freddie Mac to (i) the master servicer (if not Freddie Mac) and (ii) if applicable, theDirecting Certificateholder Servicing Consultant and/or any sub-servicer that is consulting with the servicingconsultant with respect to such matter, in each such case, to the extent not already provided by such underlyingborrower).

The Guide

In addition to the specific requirements of the Pooling Agreement as described above, and to the extent notinconsistent therewith, the master servicer and the special servicer will be required to service the TELs andunderlying mortgage loans other than REO Loans, REO Properties and Specially Serviced Mortgage Loans inaccordance with Freddie Mac Servicing Practices, an important component of which is the Guide. Freddie Mac maywaive or modify its servicing policies and procedures, as reflected in the Guide at any time. The Guide can beaccessed by subscribers at www.allregs.com.

Generally, under the Guide, servicers are required to perform all services and duties customary to the servicingof multifamily mortgage loans including those factors enumerated in “Description of the Depositor and Guarantor—Mortgage Loan Purchase and Servicing Standards of Freddie Mac—Mortgage Loan Servicing Policies andProcedures” in this offering circular supplement.

See “Risk Factors—Risks Related to the TELs and Underlying Mortgage Loans—The Master Servicer and theSpecial Servicer Will Be Required to Service Certain TELs and Underlying Mortgage Loans in Accordance withFreddie Mac Servicing Practices, Which May Limit the Ability of the Master Servicer and the Special Servicer toMake Certain Servicing Decisions” in this offering circular supplement.

Servicing and Other Compensation and Payment of Expenses

The Servicing Fee. The principal compensation to be paid to the master servicer with respect to its masterservicing activities will be a servicing fee consisting of a master servicing fee, all or a portion of the master servicersurveillance fee and a sub-servicing fee. The principal compensation to be paid to any sub-servicer with respect toits sub-servicing activities will be a servicing fee consisting of a sub-servicing fee and a portion of the masterservicer surveillance fee (subject to certain conditions described below).

A master servicing fee:

• will be earned with respect to each underlying mortgage loan and TEL including (without duplication)—

1. any Specially Serviced Mortgage Loan and Specially Serviced TEL,

2. any TEL and related underlying mortgage loan, as to which the related mortgaged real property hasbecome an REO Property, and

3. each defeased TEL and related underlying mortgage loan, if any, and

• in the case of each TEL and underlying mortgage loan will—

1. be calculated on the same interest accrual basis as that underlying mortgage loan,

2. accrue at the master servicing fee rate set forth in “Description of the Certificates—Fees andExpenses” in this offering circular supplement,

3. accrue on the same principal amount as interest accrues or is deemed to accrue from time to timewith respect to that TEL and underlying mortgage loan, and

4. be payable monthly from amounts received with respect to interest on that TEL and underlyingmortgage loan (or if not so paid, will accrue and remain outstanding).

A master servicer surveillance fee:

• will be earned with respect to each Surveillance Fee Mortgage Loan,

166

• will be calculated on the same interest accrual basis as that Surveillance Fee Mortgage Loan,

• will accrue at the master servicer surveillance fee rate set forth in “Description of the Certificates—Feesand Expenses” in this offering circular supplement,

• will accrue on the same principal amount as interest accrues or is deemed to accrue from time to time withrespect to that Surveillance Fee Mortgage Loan, and

• will be payable monthly from amounts received with respect to interest on that Surveillance Fee MortgageLoan (or if not so paid, will accrue and remain outstanding).

Pursuant to the terms of the related Sub-Servicing Agreement, a sub-servicer will be entitled to retain on amonthly basis 662/3% of the master servicer surveillance fees received by such sub-servicer in respect of eachSurveillance Fee Mortgage Loan that it services (with the obligation to remit the remaining 331/3% of such fee to themaster servicer), if such sub-servicer is identified in the Pooling Agreement as being entitled to receive such fee. Asub-servicer’s entitlement to such fee may not be transferred (in whole or in part) to any other party. If at any timean eligible sub-servicer enters, without Freddie Mac’s prior approval, into an agreement providing for the furthersub-servicing by a third party of any Surveillance Fee Mortgage Loan (other than mandatory servicing transfers dueto conflicts of interest), or if Freddie Mac notifies the master servicer (if not Freddie Mac) and the sub-servicer thatsuch sub-servicer is no longer entitled to receive such fee, then the entire master servicer surveillance fee as to theSurveillance Fee Mortgage Loans serviced by that sub-servicer will be remitted to the master servicer.

A sub-servicing fee:

• will be earned with respect to each TEL and related underlying mortgage loan, including (withoutduplication) Specially Serviced Mortgage Loans and each underlying mortgage loan, if any, as to which therelated mortgaged real property has become an REO Property, and

• in the case of each underlying mortgage loan will—


2. accrue at the sub-servicing fee rate set forth in “Description of the Certificates—Fees and Expenses”in this offering circular supplement,

3. accrue on the same principal amount as interest accrues or is deemed to accrue from time to time withrespect to that underlying mortgage loan, and

4. be payable monthly from amounts received with respect to interest on that underlying mortgage loan(or if not so paid, will accrue and remain outstanding).

The right of the master servicer to receive the master servicing fee or the master servicer surveillance fee maynot be transferred in whole or in part except in connection with the transfer of all of the master servicer’sresponsibilities and obligations under the Pooling Agreement.

Prepayment Interest Shortfalls. The Pooling Agreement provides that, although the TEL documents require thepayment of a full month’s interest on any voluntary prepayment not made on a due date, if any Prepayment InterestShortfall is incurred by reason of the master servicer’s acceptance, other than at the request of the ApprovedDirecting Certificateholder, of any principal prepayment relating to one or more TELs during any Collection Period,then the master servicer must make a payment prior to the related distribution date in an amount equal to theaggregate of such Prepayment Interest Shortfalls for such Collection Period up to an amount not to exceed themaster servicing fee for such Collection Period, with no right to reimbursement. This obligation to coverPrepayment Interest Shortfalls will not apply with respect to a principal prepayment accepted by the master servicer(i) with respect to any Specially Serviced Mortgage Loan, (ii) subsequent to a default under the related TELdocuments (provided that the master servicer or the special servicer reasonably believes that acceptance of suchprepayment is consistent with the Servicing Standard), (iii) pursuant to applicable law or a court order, (iv) inrespect of a payment of insurance and condemnation proceeds or (v) pursuant to any term of the related TELdocuments that allows such prepayment to be made without the payment of a full month’s interest.

167

In addition, if Prepayment Interest Shortfalls are incurred during any Collection Period with respect to anyunderlying mortgage loan serviced by the master servicer and the master servicer’s payment in respect of suchPrepayment Interest Shortfalls as contemplated by the prior paragraph is less than the entire amount of PrepaymentInterest Shortfalls, then the master servicer (i) must apply any Prepayment Interest Excesses received during thatCollection Period with respect to other TELs to offset such Prepayment Interest Shortfalls and (ii) in any event, mayretain, as additional compensation, any such Prepayment Interest Excesses that are not needed to accomplish suchoffset.

No other master servicing compensation will be available to cover Prepayment Interest Shortfalls, and themaster servicer’s obligation to make payments to cover Prepayment Interest Shortfalls in respect of a particularCollection Period will not carry over to any subsequent Collection Period.

Any payments made by the master servicer with respect to any distribution date to cover Prepayment InterestShortfalls, and any Prepayment Interest Excesses applied to offset Prepayment Interest Shortfalls, will be included inthe Available Distribution Amount for that distribution date, as described under “Description of the Certificates—Distributions” in this offering circular supplement. If the amount of Prepayment Interest Shortfalls incurred withrespect to the TELs during any Collection Period exceeds the sum of—

• any payments made by the master servicer with respect to the related distribution date to cover thosePrepayment Interest Shortfalls, and

• any Prepayment Interest Excesses applied to offset those Prepayment Interest Shortfalls,

then the resulting Net Aggregate Prepayment Interest Shortfall will be allocated among the respectiveinterest-bearing classes of certificates, in reduction of the interest distributable on those certificates, as and to theextent described under “Description of the Certificates—Distributions—Interest Distributions” in this offeringcircular supplement.

Principal Special Servicing Compensation. The principal compensation to be paid to the special servicer withrespect to its special servicing activities will be—

• the corresponding special servicing fees;

• the corresponding workout fees;

• the corresponding liquidation fees; and

• the special servicer surveillance fee.

Special Servicing Fee. A special servicing fee:

• will be earned with respect to—

1. each TEL and underlying mortgage loan, if any, that is being specially serviced, and

2. each TEL and underlying mortgage loan, if any, as to which the related mortgaged real property hasbecome an REO Property;

• in the case of each TEL and underlying mortgage loan described in the previous bullet point, will—


2. accrue at the special servicing fee rate set forth in “Description of the Certificates—Fees andExpenses” in this offering circular supplement, and

3. accrue on the Stated Principal Balance of that underlying mortgage loan outstanding from time totime; and

• will generally be payable to the special servicer monthly from general collections on the mortgage pool.

168

Special Servicer Surveillance Fee. A special servicer surveillance fee:

• will be earned with respect to each Surveillance Fee Mortgage Loan—

• will be calculated on the same interest accrual basis as that Surveillance Fee Mortgage Loan,

• will accrue at the special servicer surveillance fee rate set forth in “Description of the Certificates—Feesand Expenses” in this offering circular supplement,

• will accrue on the same principal amount as interest accrues or is deemed to accrue from time to time withrespect to that Surveillance Fee Mortgage Loan, and

• will be payable monthly from amounts received with respect to interest on that Surveillance Fee MortgageLoan (or if not so paid, will accrue and remain outstanding).

Workout Fee. The special servicer will, in general, be entitled to receive a workout fee with respect to eachSpecially Serviced Mortgage Loan that has been worked out by it. The workout fee will be payable out of, and willgenerally be calculated by application of the workout fee rate set forth in “Description of the Certificates—Fees andExpenses” in this offering circular supplement to each payment of interest (other than Default Interest) and principal(including scheduled payments, prepayments, balloon payments, payments at maturity and payments resulting froma partial condemnation) received on the underlying mortgage loan or TEL for so long as it remains a worked-outunderlying mortgage loan or TEL. The workout fee with respect to any worked-out underlying mortgage loan willcease to be payable if a new Servicing Transfer Event occurs with respect to that underlying mortgage loan.However, a new workout fee would become payable if the underlying mortgage loan again became a worked-outunderlying mortgage loan with respect to that new Servicing Transfer Event.

If the special servicer is terminated (other than for cause) or resigns, it will retain the right to receive any and allworkout fees payable with respect to the underlying mortgage loans and TELs that were (or were close to being)worked out by it during the period that it acted as the special servicer and as to which no new Servicing TransferEvent had occurred as of the time of that termination. The successor special servicer will not be entitled to anyportion of those workout fees.

Although workout fees are intended to provide the special servicer with an incentive to better perform its duties,the payment of any workout fee will reduce amounts payable to the certificateholders.

Liquidation Fee. The special servicer will be entitled to receive a liquidation fee with respect to each SpeciallyServiced Mortgage Loan for which a full, partial or discounted payoff is made by the related underlying borrower.The special servicer will also be entitled to receive a liquidation fee with respect to any Specially Serviced MortgageLoan or REO Property as to which it receives any Liquidation Proceeds, except as described in the next paragraph.A liquidation fee will also be payable in connection with the repurchase or replacement of any worked-out TEL for amaterial breach of a representation or warranty or a material document defect, as described under “Description ofthe TELs and Underlying Mortgage Loans—Cures, Repurchases and Substitutions” in this offering circularsupplement, if the repurchase or substitution occurs after the end of the applicable cure period (and any applicableextension of the applicable cure period). As to each Specially Serviced Mortgage Loan and REO Property, theliquidation fee will generally be payable from, and will be calculated by application of the liquidation fee rate setforth in “Description of the Certificates—Fees and Expenses” in this offering circular supplement to, the relatedpayment or proceeds, exclusive of liquidation expenses.

However, no liquidation fee will be payable based on, or out of, proceeds received in connection with—

• the purchase of a Defaulted TEL if the purchaser is the directing certificateholder and it purchases suchunderlying mortgage loan within 90 days after the special servicer provides the initial Fair Value Noticedescribed in “—Realization Upon Mortgage Loans—Purchase Option” below, or at any time if thepurchaser is Freddie Mac as described under “—Realization Upon Mortgage Loans—Purchase Option”below;

• the repurchase or replacement of any TEL for a material breach of a representation or warranty or amaterial document defect as described under “Description of the TELs and Underlying Mortgage Loans—

169

Cures, Repurchases and Substitutions” in this offering circular supplement, within the applicable cureperiod (and any applicable extension of the applicable cure period); or

• the purchase of all of the TELs and REO Properties in the issuing entity by the master servicer, the specialservicer or the Controlling Class Majority Holder in connection with the termination of the issuing entity,as described under “—Termination” below.

Although liquidation fees are intended to provide the special servicer with an incentive to better perform itsduties, the payment of any liquidation fee will reduce amounts payable to the certificateholders.

The right of the special servicer to receive the related special servicing fee and special servicer surveillance feemay not be transferred in whole or in part except in connection with the transfer of all of the special servicer’sresponsibilities and obligations under the Pooling Agreement.

However, the special servicer may, subject to the above-described prohibition on transfers of the right to receivethe special servicing fee and the special servicer surveillance fee, enter into one or more arrangements to assign toanother person (including, without limitation, any certificateholder or an affiliate of any certificateholder), or toprovide for the payment by the special servicer to such person, of all or a portion of the special servicer’scompensation (excluding the special servicing fee or the special servicer surveillance fee, as described above) underthe Pooling Agreement, provided, that any such assignment or provision will not be binding on any successorspecial servicer or any other party to the Pooling Agreement.

Additional Servicing Compensation. The master servicer may retain, as additional compensation, anyPrepayment Interest Excesses received with respect to the TELs, but only to the extent that such Prepayment InterestExcesses are not needed to offset Prepayment Interest Shortfalls, as described under “—Prepayment InterestShortfalls” above. The master servicer may also retain all the Transfer Processing Fees collected on or with respectto any TELs and underlying mortgage loans that are related to Specially Serviced Mortgage Loans (a portion ofwhich may be payable to a sub-servicer under a related Sub-Servicing Agreement) and any defeasance fees.

Any late payment charges and Default Interest actually collected on a TEL and an underlying mortgage loanand that are not otherwise applied as described in the last paragraph under “Description of the Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Issuing EntityExpenses” in this offering circular supplement, will be allocated between the master servicer and the special serviceras additional compensation in accordance with the Pooling Agreement.

Transfer Fees and collateral substitution fees collected on the TELs and underlying mortgage loans (other thanSpecially Serviced Mortgage Loans) will be allocated between the master servicer (a portion of which may bepayable to a sub-servicer under a related Sub-Servicing Agreement) and the Approved Directing Certificateholder orAffiliated Borrower Loan Directing Certificateholder as shown under “Description of the Certificates—Fees andExpenses” in this offering circular supplement.

Any extension fees, modification fees, assumption fees, assumption application fees, earnout fees,consent/waiver fees and other comparable transaction fees and charges collected on the Specially Serviced MortgageLoans will be allocated to the special servicer, as shown under “Description of the Certificates—Fees and Expenses”in this offering circular supplement.

The master servicer will be authorized to invest or direct the investment of funds held in its collection account,or in any escrow and/or reserve account maintained by it, in Permitted Investments. See “—Collection Account”below. The master servicer—

• will generally be entitled to retain any interest or other income earned on those funds; and

• will be required to cover any losses of principal from its own funds, to the extent those losses are incurredwith respect to investments made for the master servicer’s benefit, but the master servicer is not required tocover any losses caused by the insolvency of the depository institution or trust company holding suchaccount so long as (i) such depository institution or trust company (a) satisfied the requirements set forth inthe Pooling Agreement at the time such investment was made and (b) is neither the master servicer nor anaffiliate of the master servicer and (ii) such insolvency occurs within 30 days of the date on which such

170

depository institution or trust company no longer satisfies the requirements set forth in the PoolingAgreement.

The special servicer will be authorized to invest or direct the investment of funds held in its REO account inPermitted Investments. See “—Realization Upon Mortgage Loans—REO Account” below. The special servicer—

• will generally be entitled to retain any interest or other income earned on those funds; and

• will be required to cover any losses of principal from its own funds, to the extent those losses are incurredwith respect to investments made for the special servicer’s benefit, but the special servicer is not required tocover any losses caused by the insolvency of the depository institution or trust company holding the REOaccounts so long as (i) such depository institution or trust company (a) satisfied the requirements set forthin the Pooling Agreement at the time such investment was made and (b) is neither the special servicer noran affiliate of the special servicer and (ii) such insolvency occurs within 30 days of the date on which suchdepository institution or trust company no longer satisfies the requirements set forth in the PoolingAgreement.

Servicing Advances. With respect to each TEL and related underlying mortgage loan, in accordance with theServicing Standard, the master servicer will be obligated, if and to the extent necessary, to advance all such amountsas are necessary to pay, among other things, (i) premiums on insurance policies with respect to the relatedmortgaged real property; (ii) operating, leasing, managing and liquidation expenses for the mortgaged real propertyafter it has become an REO Property; (iii) the cost of environmental inspections with respect to the mortgaged realproperty; (iv) real estate taxes, assessments and other items that are or may become a lien on the mortgaged realproperty; (v) the costs and expenses of any enforcement or judicial proceedings with respect to that underlyingmortgage loan and TEL, including foreclosure and similar proceedings; (vi) the cost of appraisals with respect tosuch mortgaged real property and (vii) any other amount required to be paid as a servicing advance or deemed to bea servicing advance under the Pooling Agreement (each, a “Servicing Advance”). The special servicer will not berequired to make any Servicing Advances.

With respect to any underlying mortgage loan that has a related subordinate loan and is subject to anintercreditor agreement that allows the lender for the underlying mortgage loan to cure defaults on the relatedsubordinate loan, any advance made by the master servicer or the special servicer to exercise the issuing entity’srights under such intercreditor agreement to cure any such default on the subordinate loan will be limited to themonthly debt service payments on the subordinate loan and will be deemed to be a Servicing Advance. Thismonthly debt service payment limitation does not apply to defaults under the related subordinate loan which are alsodefaults under the senior underlying mortgage loan and as to which the Servicing Advance is being made pursuantto the related underlying mortgage loan documents and not solely to cure the default on the subordinate loan. Inaddition, with respect to any underlying mortgage loan that has a related subordinate loan, any Servicing Advancethat is made or proposed to be made in order to cure a default on such subordinate loan will be subject to the sameapplication, reimbursements and nonrecoverability determinations as any other Servicing Advance under thePooling Agreement. The master servicer will not be required to make any Servicing Advance that would, if made,constitute a Nonrecoverable Servicing Advance.

Any and all customary, reasonable and necessary out-of-pocket costs and expenses (including for theremediation of any adverse environmental circumstance or condition at any of the mortgaged real properties)incurred by the master servicer or the special servicer in connection with the servicing of an underlying mortgageloan if a default, delinquency or other unanticipated event has occurred or is reasonably foreseeable, or inconnection with the administration of any REO Property in the issuing entity, will be Servicing Advances. ServicingAdvances will be reimbursable from future payments and other collections, including insurance proceeds,condemnation proceeds and Liquidation Proceeds, received in connection with the related underlying mortgage loanor REO Property, except as described below with respect to Nonrecoverable Servicing Advances.

The special servicer will request the master servicer to make required Servicing Advances with respect to aSpecially Serviced Mortgage Loan or REO Property on a monthly basis (except for Servicing Advances required onan emergency basis). The special servicer must make the request not less than five Business Days prior to the datethe subject advance is required to be made (except for Servicing Advances required on an emergency basis). Themaster servicer must make the requested Servicing Advance within a specified number of days following the master

171

servicer’s receipt of the request. The special servicer will be required to provide the master servicer any informationin its possession as the master servicer may reasonably request to enable the master servicer to determine whether arequested Servicing Advance would be recoverable from expected collections on the Specially Serviced MortgageLoan or REO Property.

To the extent that the master servicer fails to make a Servicing Advance that it is required to make under thePooling Agreement and a responsible officer of the trustee has received written notice or has actual knowledge ofsuch failure, the trustee will be required to make such Servicing Advance pursuant to the Pooling Agreement nolater than one Business Day following the master servicer’s failure to make such Servicing Advances by expirationof the applicable cure period as described under “—Events of Default” below.

However, neither the trustee nor the master servicer will be obligated to make Servicing Advances that, in itsjudgment (in accordance with the Servicing Standard in the case of the judgment of the master servicer, or inaccordance with good faith business judgment in the case of the judgment of the trustee), would not be ultimatelyrecoverable from expected collections on the related underlying mortgage loan or REO Property. If the masterservicer or the trustee makes a Servicing Advance with respect to any underlying mortgage loan or related REOProperty (including any such Servicing Advance that is a Workout-Delayed Reimbursement Amount), that themaster servicer, the trustee or the special servicer subsequently determines (in accordance with the ServicingStandard in the case of the determination of the master servicer or the special servicer, as applicable, or inaccordance with good faith business judgment in the case of the trustee) is not recoverable from expected collectionson that underlying mortgage loan or REO Property (or, if such advance becomes a Workout-DelayedReimbursement Amount, out of collections of principal on all the TELs after the application of those principalpayments and collections to reimburse any party for a Nonrecoverable Advance) (any such Servicing Advance, a“Nonrecoverable Servicing Advance”), the master servicer or the trustee, as applicable, may obtain reimbursementfor that advance, together with interest on that advance, out of general collections on the mortgage pool. In makingsuch determination, the master servicer, the trustee or the special servicer, as applicable, may take into account arange of relevant factors, including, among other things, (i) the existence of any outstanding NonrecoverableAdvance or Workout-Delayed Reimbursement Amount on any underlying mortgage loan or REO Loan, (ii) theobligations of the underlying borrower under the related underlying mortgage loan, (iii) the related mortgaged realproperty in its “as is” condition, (iv) future expenses and (v) the timing of recoveries. Any reimbursement of aNonrecoverable Servicing Advance (including interest accrued on such amount) will be deemed to be reimbursedfirst from payments and other collections of principal on the TELs (thereby reducing the amount of principalotherwise distributable on the certificates on the related distribution date) prior to the application of any othergeneral collections on the mortgage pool against such reimbursement. The special servicer’s determination that apreviously made or proposed Servicing Advance is a Nonrecoverable Servicing Advance will be conclusive andbinding on the master servicer and the trustee. Prior to or absent such a determination by the special servicer, eachof the master servicer and the trustee will be entitled to make its own determination that a Servicing Advance is aNonrecoverable Servicing Advance , and neither the special servicer nor any other party may require the masterservicer or the trustee to make any Servicing Advance that the master servicer or the trustee has determined to be aNonrecoverable Servicing Advance. In addition, the trustee will be entitled to conclusively rely on the masterservicer’s determination that a Servicing Advance is a Nonrecoverable Servicing Advance.

However, instead of obtaining reimbursement out of general collections on the mortgage pool immediately, themaster servicer or the trustee, as applicable, may, in its sole discretion, elect to obtain reimbursement for aNonrecoverable Servicing Advance over a period of time (not to exceed six months without the consent of theApproved Directing Certificateholder (if any) or 12 months in any event), with interest on such amount at the PrimeRate. At any time after such a determination to obtain reimbursement over time in accordance with the precedingsentence, the master servicer or the trustee, as applicable, may, in its sole discretion, decide to obtain reimbursementfrom general collections on the mortgage pool immediately. In general, such a reimbursement deferral will only bepermitted under the Pooling Agreement if and to the extent that the subject Nonrecoverable Servicing Advance, aftertaking into account other outstanding Nonrecoverable Advances, could not be reimbursed with interest out ofpayments and other collections of principal on the mortgage pool during the current Collection Period. The fact thata decision to recover a Nonrecoverable Servicing Advance over time, or not to do so, benefits some classes ofcertificateholders to the detriment of other classes of certificateholders will not constitute a violation of theServicing Standard or a breach of the terms of the Pooling Agreement by any party to the Pooling Agreement, or aviolation of any duty owed by any party to the Pooling Agreement, to the certificateholder.

172

In addition, in the event that any Servicing Advance becomes a Workout-Delayed Reimbursement Amount, themaster servicer or the trustee, as applicable, will be entitled to reimbursement for such advance and interest accruedon such advance (even though that advance is not deemed a Nonrecoverable Servicing Advance), on a monthlybasis, out of – but solely out of – payments and other collections of principal on all the TELs after the application ofthose principal payments and collections to reimburse any party for any Nonrecoverable Advance, prior to anydistributions of principal on the certificates. If any such advance is not reimbursed in whole due to insufficientprincipal collections during the related Collection Period, the portion of that advance which remains unreimbursedwill be carried over (with interest on such amount continuing to accrue) for reimbursement in the followingCollection Period (to the extent of principal collections available for that purpose). If any such advance, or anyportion of any such advance, is determined, at any time during this reimbursement process, to be a NonrecoverableAdvance, then the master servicer or the trustee, as applicable, will be entitled to immediate reimbursement as aNonrecoverable Advance from general collections on the mortgage pool in an amount equal to the portion of thatadvance that remains outstanding, plus accrued interest.

The master servicer is permitted (or is required to, at the direction of the special servicer if a Specially ServicedMortgage Loan or REO Property is involved) to pay directly out of its collection account any servicing expense that,if advanced by the master servicer, would not be recoverable from expected collections on the related underlyingmortgage loan or REO Property. This is only to be done, however, when the master servicer, or the special servicerif a Specially Serviced Mortgage Loan or REO Property is involved, has determined in accordance with theServicing Standard that making the payment is in the best interests of the certificateholders as a collective whole.

The master servicer, the special servicer and the trustee will be entitled to receive interest on ServicingAdvances made by them. The interest will accrue on the amount of each Servicing Advance for so long as theServicing Advance is outstanding, at a rate per annum equal to the Prime Rate. Interest accrued with respect to anyServicing Advance made with respect to any underlying mortgage loan or the related mortgaged real property willbe payable in connection with the reimbursement of that Servicing Advance—

• first, out of any Default Interest and late payment charges collected on that underlying mortgage loansubsequent to the accrual of that advance interest, and

• then, at the time or after the Servicing Advance has been reimbursed, if and to the extent that the DefaultInterest and late payment charges referred to in the prior bullet point are insufficient to cover the advanceinterest, out of any amounts on deposit in the collection account.

Enforcement of “Due-on-Sale” and “Due-on-Encumbrance” Clauses

The special servicer, with respect to the Specially Serviced Mortgage Loans and a TEL when the underlyingmortgage loan is a Specially Serviced Mortgage Loan, and the master servicer, with respect to the other TELs andunderlying mortgage loans, each will be required to determine, in a manner consistent with the Servicing Standard,whether to exercise or waive any right the lender may have under either a due-on-sale or due-on-encumbranceclause to accelerate payment of that underlying mortgage loan or TEL. Generally, the master servicer or the specialservicer (in the case of any Specially Serviced Mortgage Loan and a TEL when the underlying loan is a SpeciallyServiced Mortgage Loan), will be required to enforce such due-on-sale or due-on-encumbrance clause, unless themaster servicer or the special servicer, as applicable, determines, in accordance with the Servicing Standard, andsubject to the applicable provisions of the Pooling Agreement, that (i) not declaring an event of default (as definedin the related loan documents) or (ii) granting its consent, in its reasonable judgment, would be consistent with theServicing Standard. No right of the lender under a “due-on sale” clause or “due-on-encumbrance clause may beexercised or waived without obtaining the consent of the related Governmental Authority and the fiscal agent, ifrequired under the applicable loan documents. In addition, the master servicer or the special servicer, as applicable,may not waive its rights under a due-on-sale or due-on-encumbrance clause unless the related underlying borroweror a third party, but in no event the issuing entity, pays all related expenses with respect to such waiver.Furthermore, neither the master servicer nor the special servicer may waive its rights or grant its consent under anydue-on-sale or due-on-encumbrance clause, other than as expressly permitted pursuant to the Pooling Agreement,without the consent of the Approved Directing Certificateholder (if any) (subject to the penultimate paragraph of“—Realization Upon Mortgage Loans—Asset Status Report” below with respect to any Affiliated Borrower Loan),provided that the Approved Directing Certificateholder provides such consent within the time period specified in thePooling Agreement.

173

Before the master servicer or the special servicer may waive any rights under a “due-on-sale” or “due-on-encumbrance” clause, the master servicer or the special servicer, as applicable, must have provided notice to theApproved Directing Certificateholder (if any) and Freddie Mac in accordance with the Pooling Agreement, andprovided such Approved Directing Certificateholder with its written recommendation and analysis and any otherinformation and documents reasonably requested by such Approved Directing Certificateholder. In addition, withrespect to a Requested Transfer discussed under “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans—Due-on-Sale and Due-on-Encumbrance Provisions,” the master servicer or the special servicer must have included along with its writtenrecommendation and analysis (i) all material documents reviewed to reach such recommendation and analysis thatsuch Requested Transfer is satisfactory from a credit perspective (taking into consideration, among other things,with respect to the existing underlying borrower, any proposed replacement underlying borrower, any proposedreplacement designated entity for transfers under the loan documents, any proposed replacement guarantor or anyproposed replacement property manager, past performance and management experience, balance sheet, equity atrisk, net worth, ownership structure and any credit enhancers) and (ii) any additional information or documents thatare reasonably requested by the Approved Directing Certificateholder. The approval of the Approved DirectingCertificateholder (if any) must be obtained prior to any such waiver. However, the approval of the ApprovedDirecting Certificateholder (if any) will be deemed to have been obtained if it does not approve or disapprove therequest within five Business Days of its receipt of the documents described in clauses (i) and (ii) above and therecommendation and analysis from the master servicer or the special servicer, as applicable. Such approval is notpermitted to be unreasonably withheld in connection with a Requested Transfer.

Subject to the five Business Day period described above, the Pooling Agreement provides that the ApprovedDirecting Certificateholder (if any) may, at its own expense, request that the Directing Certificateholder ServicingConsultant prepare and deliver to it a recommendation relating to such waiver request. In providing arecommendation in response to any such request, the Directing Certificateholder Servicing Consultant will be actingas a consultant to such Approved Directing Certificateholder and any such recommendation provided will not besubject to the Servicing Standard. The Directing Certificateholder Servicing Consultant will have no duty orliability to any certificateholder other than such Approved Directing Certificateholder in connection with anyrecommendation it gives such Approved Directing Certificateholder or actions taken by any party as a result of suchconsultation services provided to such Approved Directing Certificateholder as contemplated above. The directingcertificateholder will be required to pay any fees earned in connection with such waiver, consent or approval requestto the Directing Certificateholder Servicing Consultant. Any costs of a Directing Certificteholder ServicingConsultant appointment and reimbursements of expenses are required to be paid by the directing certificateholder.In no event will any expenses incurred by the Directing Certificateholder Servicing Consultant be an expense of theissuing entity.

With respect to any non-Specially Serviced Mortgage Loan and in connection with the master servicer’s review,consent and/or approval of any Transfer Processing Fee Transaction, the master servicer may as a condition toreviewing any such request by an underlying borrower require that such underlying borrower pay to it as additionalservicing compensation, or otherwise, the Transfer Processing Fee. In addition, if the related loan documentsrequire lender consent to an underlying borrower’s request for an assumption or waiver of a “due-on-sale” clausewith respect to any loan, the master servicer may require that such underlying borrower pay to it as additionalservicing compensation, or otherwise, the Transfer Fee; provided that notwithstanding anything to the contrary inthe related loan documents, the master servicer may not require an underlying borrower to pay a Transfer Fee inexcess of $250,000 in connection with any single transaction. The master servicer is not permitted to waive anyTransfer Fee set forth in the related loan documents without the consent of the Approved Directing Certificateholder(if any) or Affiliated Borrower Loan Directing Certificateholder, as applicable, if the consent or review of theApproved Directing Certificateholder or Affiliated Borrower Loan Directing Certificateholder, as applicable, isrequired with respect to the related Transfer.

If the loan documents do not expressly permit an assumption of the related underlying mortgage loan or theincurrence of subordinate debt, the master servicer or the special servicer, as applicable, will be required to receiveconfirmation from the Approved Directing Certificateholder (if any) (which confirmation must be provided withinthe time periods specified in the Pooling Agreement and, with respect to a requested assumption, whichconfirmation may not be unreasonably withheld) that the conditions to such assumption or additional subordinatefinancing of the underlying mortgage loan have been met prior to (i) agreeing to a requested assumption of an

174

underlying mortgage loan or (ii) agreeing to the incurrence of additional subordinate financing (subject to the lasttwo paragraphs of “—Realization Upon Mortgage Loans—Asset Status Report” below with respect to any AffiliatedBorrower Loan).

Modifications, Waivers, Amendments and Consents

The Pooling Agreement will permit the master servicer or the special servicer, as applicable, to modify, waiveor amend any term of any TEL and the related underlying mortgage loan if it determines in accordance with theServicing Standard that it is appropriate to do so. However, no such modification, waiver or amendment of anon-Specially Serviced Mortgage Loan may—

• affect the amount or timing of any scheduled payments of principal, interest or other amounts (includingYield Maintenance Charges and Static Prepayment Premiums) payable under the underlying mortgageloan, with limited exceptions generally involving the waiver of Default Interest and late payment charges;

• affect the obligation of the related underlying borrower to pay a Yield Maintenance Charge or StaticPrepayment Premium or permit a principal prepayment during the applicable lockout period;

• result in a release of the lien of the related mortgage on any material portion of such mortgaged realproperty without a corresponding principal prepayment, except as expressly provided by the related loandocuments, in connection with a defeasance, a pending or threatened condemnation or in connection with amaterial adverse environmental condition at the related mortgaged real property;

• in the judgment of the master servicer or the special servicer, as applicable, materially impair the securityfor the underlying mortgage loan or reduce the likelihood of timely payment of amounts due on suchunderlying mortgage loan; or

• violate the terms of any intercreditor agreement;

unless in the reasonable judgment of the master servicer or the special servicer, as applicable, such modification,waiver or amendment is reasonably likely to produce a greater (or equal) recovery to the certificateholders.

However, in no event will any modification, waiver or amendment be permitted unless (i) if required under theapplicable loan documents, consent of the Governmental Authority and fiscal agent consent is obtained or deemedgiven, and (ii) an opinion from nationally recognized bond counsel reasonably acceptable to the master servicer orthe special servicer, as applicable, and Freddie Mac, delivered to the effect that any such modification, waiver oramendment will not cause interest on the TEL to be includable in gross income of the certificateholders for federalincome tax purposes.

Despite the limitations on modifications, waivers and amendments described above, but subject to thelimitations described below and the terms of any related intercreditor agreement, the special servicer may (or, insome cases, may consent to a request by the master servicer to), in accordance with the Servicing Standard—

• reduce the amounts owing under any Specially Serviced Mortgage Loan by forgiving principal and/or,accrued interest and/or any Yield Maintenance Charge or Static Prepayment Premiums;

• reduce the amount of the monthly payment on any Specially Serviced Mortgage Loan, including by way ofa reduction in the related mortgage interest rate;

• forbear in the enforcement of any right granted under any mortgage note or mortgage relating to a SpeciallyServiced Mortgage Loan;

• extend the maturity of a Specially Serviced Mortgage Loan;

• permit the release or substitution of collateral for a Specially Serviced Mortgage Loan; and/or

• accept a principal prepayment during any lockout period.

175

However, in no event will—

• the master servicer or the special servicer be permitted to extend the scheduled maturity date of anyunderlying mortgage loan if the interest rate on such underlying mortgage loan is less than the lower of(i) the interest rate in effect prior to such extension or (ii) the then prevailing interest rate for comparablemortgage loans;

• the master servicer be permitted to defer interest due on any underlying mortgage loan in excess of 5% ofthe Stated Principal Balance of such underlying mortgage loan; or

• the master servicer or the special servicer extend the scheduled maturity date of any underlying mortgageloan beyond the earlier of (i) May 1, 2036 or (ii) in the case of an underlying mortgage loan secured by aleasehold estate (if any), the date that is 20 years prior to the expiration of the ground lease (after givingeffect to the exercise of any extension options).

Neither the master servicer nor the special servicer may permit or modify an underlying mortgage loan that isnot a Specially Serviced Mortgage Loan to permit a voluntary prepayment of a mortgage loan on any day other thanits due date, unless: (i) the master servicer or the special servicer also collects interest on such underlying mortgageloan through the due date following the date of such prepayment; (ii) that prepayment is otherwise permitted underthe related loan documents; (iii) that principal prepayment would not result in a Prepayment Interest Shortfall;(iv) that principal prepayment is accepted by the master servicer or the special servicer at the request of or with theconsent of the Approved Directing Certificateholder (if any) (subject to the last two paragraphs of “—RealizationUpon Mortgage Loans—Asset Status Report” below with respect to any Affiliated Borrower Loan), or if acceptedby the master servicer, with the consent of the special servicer; or (v) it is consistent with the Servicing Standard todo so.

To the extent not inconsistent with the limitations to modifications and consents contained in the PoolingAgreement, the master servicer or the special servicer, as applicable, may, consistent with the Servicing Standard,without the consent of any other party, including the Approved Directing Certificateholder (if any) (i) modify, waiveor amend the terms of any underlying mortgage loan or TEL, in accordance with the Servicing Standard, in order to(a) cure any non-material ambiguity or mistake in the related loan documents, (b) correct or supplement any non-material provisions in any related loan documents which may be inconsistent with any other provisions in the relatedloan documents or correct any non-material error or (c) waive minor covenant defaults or (ii) effect othernon-material waivers, consents, modifications or amendments in the ordinary course of servicing an underlyingmortgage loan or TEL.

The special servicer or the master servicer, as applicable, will be required to notify the trustee and the certificateadministrator among others, of any modification, waiver or amendment of any term of any TEL and an underlyingmortgage loan and must deliver to the custodian (with a copy to the master servicer) for deposit in the relatedmortgage file an original counterpart of the agreement related to such modification, waiver or amendment, promptlyfollowing the execution of any such modification, waiver or amendment (and, in any event, within 30 BusinessDays). Copies of each agreement whereby any such modification, waiver or amendment of any term of anyunderlying mortgage loan is effected are required to be available for review during normal business hours, uponprior request, at the offices of the master servicer or the special servicer, as applicable. However, no such notice willbe required with respect to any waiver of Default Interest or late payment charges and any such waiver need not bein writing. Neither the master servicer nor the special servicer will have any liability with regard tothe 17g-5 information provider’s failure to post information provided by the master servicer or the special servicer inaccordance with the terms of the Pooling Agreement or for any malfunction or disabling of the 17g-5 informationprovider’s website.

In connection with an underlying borrower’s request received by the master servicer for the master servicer totake a Consent Action with respect to non-Specially Serviced Mortgage Loans that are (i) on the most recentCREFC® servicer watchlist and have a debt service coverage ratio less than 1.10x (calculated in accordance with theterms of the Pooling Agreement) or (ii) with respect to which an event of default has occurred in the last 12 months,the master servicer will be required to obtain the consent of the Approved Directing Certificateholder (if any) priorto taking such Consent Actions and will be required to promptly forward its recommendation and analysis (togetherwith any additional documents and information that such Approved Directing Certificateholder may reasonably

176

request) to such Approved Directing Certificateholder with a copy to the special servicer. Such Approved DirectingCertificateholder will be deemed to have approved such recommendation, and the master servicer will be deemed tohave obtained such Approved Directing Certificateholder’s consent, if not denied within five Business Days afterthe later of its receipt of the recommendation and analysis or receipt of all additional documents and informationthat it may reasonably request. Subject to the five Business Day period, the Pooling Agreement provides that theApproved Directing Certificateholder (if any) may, at its own expense, request that the Directing CertificateholderServicing Consultant prepare and deliver a recommendation relating to such Consent Action. In providing arecommendation in response to any such request, the Directing Certificateholder Servicing Consultant will be actingas a consultant to such Approved Directing Certificateholder and any such recommendation provided will not besubject to the Servicing Standard. The Directing Certificateholder Servicing Consultant will have no duty orliability to any certificateholder other than such Approved Directing Certificateholder in connection with anyrecommendation it gives such Approved Directing Certificateholder or actions taken by any party as a result of suchconsultation services provided to such Approved Directing Certificateholder as contemplated by the precedingsentence. If the directing certificateholder appoints a Directing Certificateholder Servicing Consultant, any costs ofsuch appointment and reimbursement of expenses to the Directing Certificateholder Servicing Consultant arerequired to be paid by the directing certificateholder. In no event will any expenses incurred by the DirectingCertificateholder Servicing Consultant be an expense of the issuing entity.

To the extent confirmation from any NRSRO is required with respect to any matter other than defeasancepursuant to the terms of any loan document, the master servicer or the special servicer, as applicable, will berequired to waive such requirement unless Rating Agency Confirmation is also required with respect to such matterpursuant to the terms of the Pooling Agreement. If confirmation from any NRSRO is required with respect todefeasance pursuant to the terms of any loan document, the master servicer will be required to obtain a RatingAgency Confirmation, which a requirement may be deemed to be satisfied under certain circumstances as describedin the definition of “Rating Agency Confirmation” in this offering circular supplement. However, at any timeduring which the rated certificates are not rated by the Rating Agency, no confirmation from the Rating Agency willbe required under the Pooling Agreement.

The ability of the master servicer or the special servicer to agree to modify, waive or amend any of the terms ofany underlying mortgage loan will be subject to the discussions under “—Realization Upon Mortgage Loans—Directing Certificateholder” and “Realization Upon Mortgage Loans—Asset Status Report” below.

Notwithstanding anything to the contrary in the loan documents or the Servicing Standard and except withrespect to Transfer Fees, Transfer Processing Fees, defeasance fees, collateral substitution fees, late paymentcharges, Default Interest, charges for beneficiary statements or demands and amounts collected for checks returnedfor insufficient funds, the master servicer may not as a condition to granting any request by an underlying borrowerfor consent, modification, waiver or indulgence or any other matter or thing pursuant to the terms of the related loandocuments (including but not limited to any transaction, matter or request involving the full or partial condemnationof the related mortgaged real property or any underlying borrower request for consent to subject the relatedmortgaged real property to an easement, right of way or similar agreement for utilities, access, parking, publicimprovements or another purpose, Permitted Transfers and/or permitted subordinate mortgage debt), require thatsuch underlying borrower pay to it, or otherwise accept, as additional servicing compensation or otherwise (i) anytransfer, processing, transaction, review or similar fee, (ii) any fee for additional services performed in connectionwith such request, including expediting or similar fees or (iii) any related costs and expenses incurred by the masterservicer, other than attorneys’ fees and costs and the fees and expenses of any third-party service and/or titleinsurance providers and, if applicable, any NRSRO, including, without limitation, the Rating Agency.

The special servicer may, as a condition to granting any request by an underlying borrower for consent,modification, waiver or indulgence or any other matter or thing the granting of which is within its discretionpursuant to the terms of the related loan documents and is permitted by the terms of the Pooling Agreement, requirethat such underlying borrower pay to it (i) as additional servicing compensation, a reasonable or customary fee forthe additional services performed in connection with such request and (ii) any related costs and expenses incurred byit. In no event will the special servicer be entitled to payment of such fees or expenses unless such payment iscollected from the related underlying borrower.

The Pooling Agreement provides that the Approved Directing Certificateholder (if any) may, at its ownexpense, request that the Directing Certificateholder Servicing Consultant prepare and deliver recommendations

177

relating to certain requests for consent to assumptions, modifications, waivers or amendments. Such ApprovedDirecting Certificateholder will be entitled to certain underlying borrower-paid fees in connection with suchassumptions, modifications, waivers, amendments or consents. See “Description of the Certificates—Fees andExpenses” in this offering circular supplement.

Required Appraisals

Within 60 days following the occurrence of any Appraisal Reduction Event with respect to any of the TELs andunderlying mortgage loans, the special servicer must use reasonable efforts to perform an internal valuation pursuantto the following paragraph or use reasonable efforts to obtain an MAI appraisal of the related mortgaged realproperty from an independent appraiser meeting the qualifications set forth in the Pooling Agreement. In any event,such appraisal(s) or internal valuation(s) are required to be obtained within 120 days or such other reasonable longertime period as agreed to in writing by the Approved Directing Certificateholder (if any) and Freddie Mac from theoccurrence of the event that, with the passage of time, would become such Appraisal Reduction Event, unless—

• an appraisal had previously been obtained within the prior 12 months; and

• there has been no material change in the circumstances surrounding the related mortgaged real propertysubsequent to that appraisal that would, in the judgment of the special servicer, materially affect the valueset forth in that earlier appraisal.

However, if the outstanding principal balance of the subject underlying mortgage loan is less than $2,000,000,then the special servicer may perform an internal valuation of the related mortgaged real property in lieu of anappraisal.

As a result of any appraisal or internal valuation, the master servicer may determine that an Appraisal ReductionAmount exists with respect to the subject TEL and underlying mortgage loan. If such appraisal is not received or aninternal valuation is not completed, as applicable, within the time period specified above, the Appraisal ReductionAmount for the related TEL and underlying mortgage loan will be 25% of the Stated Principal Balance of such TELand underlying mortgage loan as of the date of the related Appraisal Reduction Event. An Appraisal ReductionAmount is relevant to the determination of the amount of any advances of delinquent interest required to be madewith respect to the affected TEL and underlying mortgage loan. See “Description of the Certificates—Advances ofDelinquent Monthly Debt Service Payments” in this offering circular supplement.

If an Appraisal Reduction Event occurs with respect to any TEL and underlying mortgage loan, then the specialservicer will have an ongoing obligation to obtain or perform, as the case may be, within 30 days of eachanniversary of the occurrence of that Appraisal Reduction Event, an update of the prior required appraisal or internalvaluation. Based on that update, the master servicer is to redetermine and report to the trustee, the certificateadministrator, the Guarantor and the special servicer the new Appraisal Reduction Amount, if any, with respect tothe subject TEL and underlying mortgage loan. This ongoing obligation will cease if and when—

• no other Servicing Transfer Event or Appraisal Reduction Event has occurred with respect to the TEL andunderlying mortgage loan during the preceding three months.

The cost of each required appraisal, and any update of that appraisal, will be advanced by the master servicer, atthe direction of the special servicer, and will be reimbursable to the master servicer as a Servicing Advance.

the TEL and underlying mortgage loan has become a Corrected Mortgage Loan as contemplated under “—Servicing Under the Pooling Agreement” above and has remained current for 12 consecutive monthly payments under the terms of the workout; and

178

Collection Account

General. The master servicer will be required to establish and maintain a collection account for purposes ofholding payments and other collections that it receives with respect to the TELs. Each collection account must bemaintained in a manner and with a depository institution that meets the requirements of the Pooling Agreement.

The funds held in the collection account may be held as cash or invested in Permitted Investments. Subject tothe limitations in the Pooling Agreement, any interest or other income earned on funds in the collection account willbe paid to the master servicer as additional compensation. See “—Servicing and Other Compensation and Paymentof Expenses—Additional Servicing Compensation” above.

Deposits. Payments on the underlying mortgage loans are made by the underlying borrowers to the related sub-servicer, or if no servicer was appointed, to the fiscal agent, which then forwards such payments to the masterservicer. The master servicer must deposit or cause to be deposited in its collection account on a daily basis in thecase of payments from the underlying borrowers and other collections on the TELs, or as otherwise required underthe Pooling Agreement, the following payments and collections received or made by or on behalf of the masterservicer with respect to the TELs for which it is responsible, subsequent to the Closing Date —

• all principal payments collected, including principal prepayments;

• all interest payments collected, including late payment charges and Default Interest (net of master servicingfees, sub-servicing fees, master servicer surveillance fees, special servicing fees, special servicersurveillance fees, and in respect of late payment charges and Default Interest, net of amounts used to offsetinterest on any advances);

• any Static Prepayment Premiums and Yield Maintenance Charges;

• any proceeds received under any property damage, flood, title or other insurance policy that providescoverage with respect to a mortgaged real property or the related underlying mortgage loan, and allproceeds received in connection with the condemnation or the taking by right of eminent domain of amortgaged real property, in each case to the extent not required to be applied to the restoration of therelated mortgaged real property or released to the related underlying borrower;

• any amounts received and retained in connection with the liquidation of Defaulted Loans by foreclosure,deed-in-lieu of foreclosure or as otherwise contemplated under “—Realization Upon Mortgage Loans”below, in each case to the extent not required to be returned to the related underlying borrower;

• any amounts paid by the depositor in connection with the repurchase or replacement of, or the curing of anybreach of a representation and warranty with respect to, a TEL as described under “Description of the TELsand Underlying Mortgage Loans—Cures, Repurchases and Substitutions” in this offering circularsupplement;

• any amounts paid to purchase or otherwise acquire all the TELs and any REO Properties in connection withthe termination of the issuing entity pursuant to the clean-up call as contemplated under “—Termination”below;

• any amounts required to be deposited by the master servicer in connection with losses incurred with respectto Permitted Investments of funds held in its collection account;

• all payments required to be paid by the master servicer or received from the special servicer with respect toany deductible clause in any blanket property damage insurance policy or master lender placed propertydamage insurance policy, as described under “Description of the TELs and Underlying Mortgage Loans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans—Property Damage, Liabilityand Other Insurance” in this offering circular supplement; and

• any amount transferred by the special servicer from its REO account with respect to the REO Properties.

Upon its receipt of any of the amounts described in the prior paragraph (other than in connection with a clean-up call) with respect to any Specially Serviced Mortgage Loan, the special servicer is required to remit thoseidentified amounts within one Business Day to the master servicer for deposit in the collection account.

179

Withdrawals. The master servicer may make withdrawals from its collection account for any of the followingpurposes (to the extent that each of the following is to be paid from the collection account in accordance with theterms of the Pooling Agreement), which are not listed in any order of priority:

1. to remit to the certificate administrator for deposit in the distribution account, as described under“Description of the Certificates—Distribution Account” in this offering circular supplement, on theRemittance Date, all payments and other collections on the TELs and any REO Properties that are thenon deposit in the collection accounts, exclusive of any portion of those payments and other collectionsthat represents one or more of the following—

(i) monthly debt service payments due on a due date subsequent to the end of the related CollectionPeriod;

(ii) payments and other collections received by or on behalf of the issuing entity after the end of therelated Collection Period; and

(iii) amounts that are payable or reimbursable from the collection account to any person other than thecertificateholders in accordance with any of clauses 2 through 21 below;

2. to reimburse itself or the trustee, as applicable, for any unreimbursed advances made by that party withrespect to the mortgage pool, as described under “—Servicing and Other Compensation and Payment ofExpenses” above and “Description of the Certificates—Advances of Delinquent Monthly Debt ServicePayments” in this offering circular supplement, with that reimbursement to be made out of collections onthe underlying mortgage loan or REO Property as to which the advance was made;

3. to pay (i) itself and/or any sub-servicer, as applicable, any accrued and unpaid master servicing fees, sub-servicing fees or master servicer surveillance fees with respect to each underlying mortgage loan and(ii) the special servicer accrued and unpaid special servicer surveillance fees, with the payments underclause (i) or clause (ii) to be made out of collections on that underlying mortgage loan or REO Loan, asapplicable, that represent payments of interest;

4. to pay itself, any sub-servicer and/or the special servicer, as applicable, any master servicing fees, sub-servicing fees, master servicer surveillance fees or special servicer surveillance fees with respect to eachunderlying mortgage loan or REO Loan that remain unpaid in accordance with clause 3 above followinga final recovery determination made with respect to such underlying mortgage loan or the relatedREO Property and the deposit into the collection account of all amounts received in connection with suchfinal recovery determination;

5. to pay the special servicer, out of general collections, accrued and unpaid special servicing fees withrespect to each underlying mortgage loan that is either a Specially Serviced Mortgage Loan or anREO Loan;

6. to pay the special servicer accrued and unpaid workout fees and liquidation fees to which it is entitled,with that payment to be made from the sources described under “—Servicing and Other Compensationand Payment of Expenses” above;

7. to reimburse itself or the trustee, as applicable, out of general collections on the mortgage pool, for any unreimbursed advance made by that party with respect to the mortgage pool as described under “—Servicing and Other Compensation and Payment of Expenses” above and “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circular supplement, which advance has been determined not to be ultimately recoverable under clause 2 above (or, if the subject underlying mortgage loan has been worked out and returned to performing status, is not recoverable under clause 2 above by the time it is returned to performing status) out of collections on the related underlying mortgage loan or REO Property; provided that any such reimbursement is required to be made as and to the extent described under “—Servicing and Other Compensation and Payment of Expenses” above, in the case of a Servicing Advance, or “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circular supplement, in the case of a P&I Advance;

180

8. to pay itself or the trustee, as applicable, out of general collections on the mortgage pool unpaid interestaccrued on any advance made by that party with respect to the mortgage pool (generally at or about thetime of reimbursement of that advance); provided that, in the case of any advance reimbursed asdescribed in clause 7 above, the payment of any interest on such advance is to be made as and to theextent described under “—Servicing and Other Compensation and Payment of Expenses” above, in thecase of interest on any such advance that is a Servicing Advance, or “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circular supplement, in thecase of interest on any such advance that is a P&I Advance;

9. to pay itself, the special servicer, the Approved Directing Certificateholder or any Affiliated BorrowerLoan Directing Certificateholder, as applicable, any items of additional servicing compensation ondeposit in the collection account as discussed under “—Servicing and Other Compensation and Paymentof Expenses—Additional Servicing Compensation” above;

10. to pay any unpaid liquidation expenses incurred with respect to any liquidated mortgage loan orREO Property in the issuing entity;

11. to pay, out of general collections on the mortgage pool, any servicing expenses that would, if advanced,be nonrecoverable under clause 2 above;

12. to pay, out of general collections on the mortgage pool, for costs and expenses incurred by the issuingentity due to actions taken pursuant to any environmental assessment, in accordance with the PoolingAgreement;

13. to pay Freddie Mac (in its capacity as servicing consultant), itself (and certain indemnified sub-servicers), the special servicer, the trustee, the certificate administrator, the custodian, the depositor orany of their or our respective affiliates, directors, general or limited partners, members, managers,shareholders, officers, employees, controlling persons and agents, as the case may be, out of generalcollections on the mortgage pool, any of the reimbursements or indemnities to which we or any of thoseother persons or entities are entitled, subject to the relevant Aggregate Annual Cap, as described under“—Certain Indemnities” below;

14. to pay, out of general collections on the mortgage pool, for (i) the costs of various opinions of counselrelated to the servicing and administration of mortgage loans not paid by the related underlyingborrower; (ii) expenses properly incurred by the trustee or the certificate administrator in connection withproviding tax-related advice to the special servicer and (iii) the fees of the trustee for confirming a FairValue determination by the special servicer of a Defaulted TEL;

15. to reimburse any Third Party Master Servicer, the special servicer, the depositor, the trustee, thecustodian or the certificate administrator, as the case may be, for any unreimbursed expenses reasonablyincurred in respect of any material breach of a representation or warranty or a material document defectin respect of a TEL and an underlying mortgage loan giving rise to a repurchase obligation of thedepositor;

16. to pay, out of general collections for any and all U.S. federal, state and local taxes imposed on assets ortransactions together with incidental expenses;

17. to pay to the Originator any amounts that represent monthly debt service payments due on the TELs onor prior to the Cut-off Date or, in the case of a replacement TEL, to pay to the depositor any amounts thatrepresent monthly debt service payments due during or before the month in which that TEL was added tothe issuing entity;

18. to withdraw amounts deposited in the collection account in error, including amounts received on anymortgage loan or REO Property that has been purchased or otherwise removed from the issuing entity;

19. to pay any other items described in this offering circular supplement as being payable from a collectionaccount; and

20. to clear and terminate the collection account upon the termination of the Pooling Agreement.

The master servicer will be required to keep and maintain separate accounting records, on a loan by loan andproperty by property basis, for the purpose of justifying any withdrawal from the collection account.

181

Realization Upon Mortgage Loans

Purchase Option. The Pooling Agreement grants the directing certificateholder (subject to the last paragraph ofthis section “—Purchase Option”) and Freddie Mac an assignable option (a “Purchase Option”) to purchaseDefaulted TELs from the issuing entity in the manner and at the price described below.

Each of the directing certificateholder and Freddie Mac may assign its Purchase Option to any person.

Promptly after the determination that a TEL has become a Defaulted TEL, the master servicer (if the underlyingmortgage loan is not a Specially Serviced Mortgage Loan) or the special servicer (if the underlying mortgage loan isa Specially Serviced Mortgage Loan) will be required to notify the trustee, the certificate administrator, the masterservicer or the special servicer, as applicable, Freddie Mac and the directing certificateholder of such determination.Subject to (i) Freddie Mac’s right to offer an increased purchase price, as described below and (ii) the last paragraphof this section “—Purchase Option” in the case of any Affiliated Borrower Loan, the directing certificateholder willthen have the right to exercise its Purchase Option at a cash price equal to the Option Price until such rightautomatically terminates (a) upon the Defaulted TEL becoming a Corrected Mortgage Loan or an REO Loan, (b)upon the modification, waiver or payoff (full, partial or discounted) of the Defaulted TEL in connection with aworkout or (c) upon purchase of the Defaulted TEL by Freddie Mac pursuant to the Pooling Agreement.

Subject to the last paragraph of this section “—Purchase Option” in the case of any Affiliated Borrower Loan,within ten Business Days (the “Freddie Mac Increased Offer Notice Period”) after receipt from the directingcertificateholder of its notice (the “Fair Value Purchase Notice”) that it will exercise its option to purchase aDefaulted TEL and which specifies a purchase price that equals at least the Fair Value of the Defaulted TEL (the“Defaulted TEL Fair Value Purchase Price”), but is less than 99% of the Purchase Price of such Defaulted TEL,Freddie Mac will have the right to purchase such Defaulted TEL by giving notice (the “Freddie Mac Increased OfferNotice”) to the directing certificateholder, the master servicer, the special servicer, the certificate administrator andthe trustee, specifying a purchase price at least 2.5% more than the Defaulted TEL Fair Value Purchase Price offeredby the directing certificateholder in the Fair Value Purchase Notice. If the directing certificateholder is willing topurchase the Defaulted TEL after receipt of the Freddie Mac Increased Offer Notice, it will only be permitted to doso at a purchase price equal to the lesser of (i) at least 2.5% more than the purchase price specified by Freddie Macin the Freddie Mac Increased Offer Notice or (ii) 99% of the Purchase Price, by giving notice of the same to FreddieMac, the master servicer, the special servicer, the certificate administrator and the trustee within ten Business Daysof receiving the Freddie Mac Increased Offer Notice (the “Directing Certificateholder Increased Offer NoticePeriod”). Any person exercising the Purchase Option described in this paragraph will be required to consummatesuch purchase within 15 Business Days after the expiration of the Freddie Mac Increased Offer Notice Period or theDirecting Certificateholder Increased Offer Notice Period, as applicable.

Within 60 days after a TEL becomes a Defaulted TEL (which 60-day period may be extended for an additional15 days by the special servicer if the special servicer has given notice prior to the end of such 60-day period that ithas not received the information it reasonably requires to make its Fair Value determination), the special servicerwill be required to determine the Fair Value of such TEL in accordance with the Servicing Standard and consistentwith the guidelines contained in the Pooling Agreement. The special servicer will be required to change from timeto time thereafter (but before the entry into a binding agreement on behalf of the issuing entity for the consummationof any related purchase) its determination of the Fair Value of a Defaulted TEL if the special servicer obtainsknowledge of changed circumstances, new information or otherwise, in accordance with the Servicing Standard. Allreasonable costs and expenses of the special servicer in connection with the determination of the Fair Value of aDefaulted TEL will be paid by the master servicer and be reimbursable as Servicing Advances. The special servicermust give prompt written notice (the “Fair Value Notice”) of its Fair Value determination and any subsequentchange to such determination of Fair Value to the trustee, the certificate administrator, the master servicer, FreddieMac and the directing certificateholder. If, after receiving the Fair Value Notice, and subject to the last paragraph ofthis section “—Purchase Option,” the directing certificateholder or its assignee elects to purchase such DefaultedTEL from the issuing entity at the Defaulted TEL Fair Value Purchase Price, such party must notify the specialservicer, the trustee, the certificate administrator, the master servicer and Freddie Mac of such election and specifythe Defaulted TEL Fair Value Purchase Price.

However, if a TEL becomes a Defaulted TEL due to a delinquency in respect of its balloon payment (withoutgiving effect to any permitted grace period), but a Servicing Transfer Event has not occurred with respect to such

182

TEL due to the exception set forth in clause (i) of the definition of Servicing Transfer Event, then the specialservicer will have no duty to obtain an appraisal or calculate a Fair Value for such TEL unless and until a ServicingTransfer Event has occurred under clause (i) of the definition of Servicing Transfer Event with respect to such TEL.Further, no Purchase Option will exist with respect to such TEL that became a Defaulted TEL due to a delinquencyin respect of its balloon payment (without giving effect to any permitted grace period), unless and until a ServicingTransfer Event has occurred under clause (i) of the definition of Servicing Transfer Event with respect to such TEL.

If the directing certificateholder, or an assignee thereof (as identified to the certificate administrator) thatproposes to purchase a Defaulted TEL is an affiliate of the special servicer, the trustee will be required to determine,prior to the consummation of the related purchase, whether the special servicer’s determination of Fair Value forsuch Defaulted TEL constitutes a fair price in its reasonable judgment. In doing so, the trustee may conclusivelyrely on an opinion of an appraiser or other independent expert in real estate matters, in each case, appointed with duecare and obtained at the expense of such affiliate of the special servicer proposing to purchase such Defaulted TEL.The trustee, in making a Fair Value determination in accordance with the second preceding sentence, will be entitledto receive from the special servicer all information in the special servicer’s possession relevant to making suchdetermination and will be further entitled to a $1,500 fee payable by the issuing entity in connection with each suchFair Value determination. All reasonable costs and expenses of the trustee in connection with the determination ofthe Fair Value of a Defaulted TEL will be paid by the master servicer and be reimbursable as Servicing Advances.

Subject to the discussion above and the last paragraph of this section “—Purchase Option,” each holder of aPurchase Option may, at its option, purchase the subject Defaulted TEL from the issuing entity at a price (the“Option Price”) equal to—

• if the special servicer has not yet determined the Fair Value of that Defaulted TEL, the Purchase Price; or

• if the special servicer has made such Fair Value determination, at least the Defaulted TEL Fair ValuePurchase Price.

If the most recent Fair Value calculation was made more than 90 days prior to the exercise date of a PurchaseOption, then the special servicer must confirm or revise the Fair Value determination, and the Option Price at whichthe Defaulted TEL may be purchased will be modified accordingly.

Unless and until the Purchase Option with respect to a Defaulted TEL is exercised, the special servicer will berequired to pursue such other resolution strategies available under the Pooling Agreement, including workout andforeclosure, consistent with the Servicing Standard, but it will not be permitted to sell the Defaulted TEL other thanpursuant to the exercise of the Purchase Option or in accordance with any applicable intercreditor or co-lenderagreement.

If not exercised sooner, the Purchase Option with respect to any Defaulted TEL will automatically terminateupon—

• the cure by the related underlying borrower or a party with cure rights of all defaults that caused the subjectTEL to be a Defaulted TEL;

• the acquisition on behalf of the issuing entity of title to the related mortgaged real property by foreclosureor deed-in-lieu of foreclosure; or

• the modification, waiver or payoff (full, partial or discounted) of the Defaulted TEL in connection with aworkout.

However, the directing certificateholder (or its assignee) will only be able to purchase an Affiliated BorrowerLoan from the issuing entity at a cash price equal to the Purchase Price.

Foreclosure and Similar Proceedings. Pursuant to the Pooling Agreement, if an event of default on anunderlying mortgage loan has occurred and is continuing, the special servicer, on behalf of the issuing entity, may atany time institute foreclosure proceedings, exercise any power of sale contained in the related mortgage or otherwiseacquire title to the related mortgaged real property. The special servicer may not, however, acquire title to anymortgaged real property or take any other action with respect to any mortgaged real property that would cause the

183

trustee, for the benefit of the certificateholders or any other specified person to be considered to hold title to, to be a“mortgagee-in-possession” of or to be an “owner” or an “operator” of such mortgaged real property within themeaning of certain federal environmental laws, unless the special servicer has previously received a report preparedby a person who regularly conducts environmental audits (the cost of which report will be a Servicing Advance) andeither—

• such report indicates that (i) the mortgaged real property is in compliance with applicable environmentallaws and regulations and (ii) there are no circumstances or conditions present at the mortgaged realproperty for which investigation, testing, monitoring, containment, clean-up or remediation could berequired under any applicable environmental laws and regulations; or

• the special servicer, based solely (as to environmental matters and related costs) on the information setforth in such report, determines that taking such actions as are necessary to bring the mortgaged realproperty into compliance with applicable environmental laws and regulations and/or taking the actionscontemplated by clause (ii) of the preceding bullet point, is reasonably likely to increase the net proceeds ofthe liquidation of such mortgaged real property, than not taking such actions.

An underlying borrower’s failure to make required mortgage loan payments may mean that operating incomefrom the mortgaged real property is insufficient to service the mortgage debt, or may reflect the diversion of thatincome from the servicing of the mortgage debt. In addition, an underlying borrower that is unable to makemortgage loan payments may also be unable to make timely payments of taxes or otherwise to maintain and insurethe mortgaged real property. In general, the special servicer will be required to monitor any Specially ServicedMortgage Loan serviced by it, evaluate whether the causes of the default can be corrected over a reasonable periodwithout significant impairment of the value of the mortgaged real property, initiate corrective action in cooperationwith the underlying borrower if cure is likely, inspect the mortgaged real property and take such other actions as itdeems necessary and appropriate. A significant period of time may elapse before the special servicer is able to assessthe success of any such corrective action or the need for additional initiatives. The time within which the specialservicer can make the initial determination of appropriate action, evaluate the success of corrective action, developadditional initiatives, institute foreclosure proceedings and actually foreclose, or accept a deed to a mortgaged realproperty in lieu of foreclosure, on behalf of the certificateholders may vary considerably depending on the particularcircumstances with respect to the related underlying mortgage loan, the mortgaged real property, the underlyingborrower, the presence of an acceptable party to assume the underlying mortgage loan and the laws of thejurisdiction in which the mortgaged real property is located. If an underlying borrower files a bankruptcy petition,the special servicer may not be permitted to accelerate the maturity of the Defaulted Loan or to foreclose on therelated mortgaged real property for a considerable period of time and may be required by the court to materiallyextend the term of the loan paid to the final maturity date, lower significantly the related interest rate and/or reducethe principal balance of the loan.

REO Properties. The special servicer will be required to use reasonable efforts to solicit cash offers for anyREO Property held in the issuing entity in a manner that will be reasonably likely to realize a fair price for theproperty. Such solicitation will be required to be made in a commercially reasonable manner. The special servicerwill be required to accept the highest cash offer received from any entity for such REO Property in an amount atleast equal to the Purchase Price for such REO Property. In the absence of any such offer, the special servicer willbe required to accept the highest cash offer received from any entity that is determined by the special servicer to be afair price for such REO Property and whose offer the special servicer reasonably determines is likely to lead to anactual sale and is in compliance with applicable law. If the special servicer reasonably believes that it will be unableto realize a fair price for such REO Property within the time constraints imposed by the prior paragraph, then thespecial servicer will be required to dispose of such REO Property upon such terms and conditions as the specialservicer deems necessary and desirable to maximize the recovery on such REO Property under the circumstances,and will be required to accept the highest outstanding cash offer from any entity that is determined by the specialservicer to be a fair price for such REO Property and whose offer the special servicer reasonably determines is likelyto lead to an actual sale and is in compliance with applicable law. If the special servicer determines that the offersbeing made with respect to such REO Property are not in the best interests of the certificateholders taken as acollective whole and that the end of the period referred to in the prior paragraph with respect to such REO Propertyis approaching, the special servicer will be required to seek an extension of such period in the manner described inthe prior paragraph.

184

Whether any cash offer constitutes a fair price for any REO Property will be determined by the special servicer,if the highest offeror is a person other than the special servicer or an affiliate of the special servicer, and by thetrustee, if the highest offeror is the special servicer or an affiliate of the special servicer. In determining whether anyoffer received from the special servicer or an affiliate of the special servicer represents a fair price for anyREO Property, the trustee will be required to obtain, and may conclusively rely on, the opinion of an appraiser (thefees and costs of which will be required to be covered by a servicing advance by the master servicer) retained by thetrustee. In determining whether any offer constitutes a fair price for any REO Property, the trustee will be requiredto request that such appraiser take into account, as applicable, among other factors, the occupancy level and physicalcondition of the REO Property, the state of the local economy and the obligation to dispose of any REO Propertywithin the time period specified in the second preceding paragraph. The Purchase Price for any REO Property willin all cases be deemed a fair price.

The special servicer, at the expense of the issuing entity, will be required to retain an independent contractor tooperate and manage any REO Property within 90 days of its acquisition. The retention of an independent contractorwill not relieve the special servicer of its obligations with respect to any REO Property.

REO Account. The special servicer will be required to segregate and hold all funds collected and received inconnection with any REO Property held by the issuing entity separate and apart from its own funds and generalassets. If an REO Property is acquired by the issuing entity, the special servicer will be required to establish andmaintain an account for the retention of revenues and other proceeds derived from that REO Property. ThatREO account must be maintained in a manner and with a depository institution that meets the requirements of thePooling Agreement. The special servicer will be required to deposit, or cause to be deposited, in its REO account,within one Business Day following receipt, all net income, insurance proceeds, condemnation proceeds andLiquidation Proceeds received with respect to each REO Property held by the issuing entity. The funds held in thisREO account may be held as cash or invested in Permitted Investments. Any interest or other income earned onfunds in the special servicer’s REO account will be payable to the special servicer, subject to the limitationsdescribed in the Pooling Agreement. See “—Servicing and Other Compensation and Payment of Expenses—Additional Servicing Compensation” above.

The special servicer will be permitted to withdraw from its REO account funds necessary for the properoperation, management, leasing, maintenance and disposition of any REO Property administered by it, but only tothe extent of amounts on deposit in the account relating to that particular REO Property. Promptly following the endof each Collection Period, the special servicer will be required to withdraw from its REO account and deposit, ordeliver to the master servicer for deposit, into the collection account the total of all amounts received in respect ofeach REO Property administered by it during that Collection Period, net of:

• any withdrawals made out of those amounts, as described in the preceding sentence; and

• any portion of those amounts that may be retained as reserves, as described in the next paragraph.

The special servicer may, subject to the limitations described in the Pooling Agreement, retain in its REOaccount in accordance with the Servicing Standard such portion of the proceeds and collections on anyREO Property administered by it as may be necessary to maintain a reserve of sufficient funds for the properoperation, management, leasing, maintenance and disposition of that property, including the creation of a reasonablereserve for repairs, replacements, necessary capital improvements and other related expenses.

The special servicer will be required to keep and maintain separate records, on a loan-by-loan and a property-by-property basis, for the purpose of accounting for all deposits to, and withdrawals from, its REO account.

Liquidation Proceeds. To the extent that Liquidation Proceeds collected with respect to any underlyingmortgage loan are less than the sum of—

• the outstanding principal balance of that underlying mortgage loan,

• interest (other than Default Interest) accrued on that underlying mortgage loan,

• interest accrued on any P&I Advance made with respect to that underlying mortgage loan,

185

• the aggregate amount of outstanding reimbursable expenses (including any unreimbursed ServicingAdvances and unpaid and accrued interest on such advances) incurred with respect to that underlyingmortgage loan, and

• any and all servicing compensation and trustee fees and certificate administrator fees due and payable withrespect to that underlying mortgage loan,

then the issuing entity will realize a loss in the amount of such shortfall (although such shortfalls with respect to theoffered certificates will be covered under the Freddie Mac Guarantee).

The trustee, the certificate administrator, the master servicer and/or the special servicer will be entitled toreimbursement out of the Liquidation Proceeds recovered on an underlying mortgage loan, prior to the distributionof such Liquidation Proceeds to certificateholders, of any and all amounts that represent unpaid servicingcompensation, certificate administrator fees or trustee fees in respect of that underlying mortgage loan, certainunreimbursed expenses incurred with respect to that underlying mortgage loan and any unreimbursed advancesmade with respect to that underlying mortgage loan. In addition, amounts otherwise distributable on the certificateswill be further reduced by interest payable to the master servicer or the trustee, as applicable, on any such advances.

If any mortgaged real property suffers damage such that the proceeds, if any, of the related property damageinsurance policies or flood insurance are insufficient to restore fully the damaged property, the master servicer willnot be required to make Servicing Advances to effect such restoration unless—

• the special servicer determines that such restoration will increase the proceeds to the certificateholders (as acollective whole) on liquidation of the underlying mortgage loan after reimbursement of the master servicerfor its expenses and the special servicer receives the consent of the Approved Directing Certificateholder (ifany); and

• the master servicer determines that such expenses will be recoverable by it from related LiquidationProceeds.

Specially Serviced Mortgage Loans. With respect to any underlying mortgage loan as to which a ServicingTransfer Event has occurred, the master servicer will transfer its servicing responsibilities to the special servicer, butwill continue to receive payments on such underlying mortgage loan (including amounts collected by the specialservicer), to make certain calculations with respect to such underlying mortgage loan and to make remittances andprepare and deliver certain reports to the certificate administrator with respect to such underlying mortgage loan.

The special servicer will continue to be responsible for the operation and management of an REO Property. Themaster servicer will have no responsibility for the performance by the special servicer of its duties under the PoolingAgreement.

The special servicer will return the full servicing of a Specially Serviced Mortgage Loan to the master servicerwhen all Servicing Transfer Events with respect to that underlying mortgage loan have ceased to exist and thatunderlying mortgage loan has become a Corrected Mortgage Loan.

Directing Certificateholder. The “directing certificateholder” will be the Controlling Class Majority Holder (orits designee) as further discussed below; provided that if the class A certificates are the Controlling Class, FreddieMac or its designee will act as the directing certificateholder and be deemed the Approved DirectingCertificateholder (as defined below). For the avoidance of doubt, all references to the “directing certificateholder” inthis offering circular supplement will be deemed to include the Approved Directing Certificateholder (if any).

A directing certificateholder that is not an Approved Directing Certificateholder will retain the ControllingClass Majority Holder Rights discussed below but will not have any other rights of an Approved DirectingCertificateholder or be entitled to any fees otherwise payable to the Approved Directing Certificateholder under thePooling Agreement.

The “Controlling Class Majority Holder” will be either (i) the holder (or a designee acting on its behalf) of themajority of the percentage interests in the Controlling Class (as defined below) or (ii) if no single holder owns themajority of the percentage interests in the Controlling Class, the designee appointed by the holders of a majority of

186

the percentage interests in the Controlling Class acting on behalf of such holders, in each case solely to the extentthat such person is identified in writing to the trustee, the certificate administrator, the master servicer and thespecial servicer along with contact information.

“Controlling Class” means, as of the Closing Date, the class B certificates, until the outstanding principalbalance of such class is less than 25% of the initial principal balance of such class; thereafter the class A certificates.However, if the class B certificates are the only class with an outstanding principal balance, the class B certificateswill be the Controlling Class.

Any directing certificateholder that is not an Approved Directing Certificateholder will have only the followinglimited rights, in each case to the extent described in this offering circular supplement (the “Controlling ClassMajority Holder Rights”):

• the right to remove and replace the special servicer;

• the right to exercise the directing certificateholder’s option to purchase any Defaulted TELs from theissuing entity; and

• the right to access certain information and receive certain notices under the Pooling Agreement.

A directing certificateholder that is an Approved Directing Certificateholder may exercise all the rights of adirecting certificateholder and will be entitled to receive fees payable to the Approved Directing Certificateholderunder the Pooling Agreement.

The “Approved Directing Certificateholder” will be the Initial Directing Certificateholder (or any of itsaffiliates) for so long as either (i) the Initial Directing Certificateholder (or any of its affiliates) or (ii) the holder orholders that designated such Initial Directing Certificateholder as the directing certificateholder on the Closing Dateis the holder or are the holders, as applicable, of the majority of the percentage interests in the Controlling Class, andthereafter, either (a) a directing certificateholder that either (1) has not been rejected by Freddie Mac as an ApprovedDirecting Certificateholder during the Directing Certificateholder Approval Period as described in this offeringcircular supplement or (2) satisfies the Approved Directing Certificateholder Criteria and, in each case, deliverswritten evidence of approval or pre-approval by Freddie Mac as described in this offering circular supplement, or (b)if the class A certificates are the Controlling Class, Freddie Mac or its designee.

“Approved Directing Certificateholder Criteria” means, with respect to any person or entity, the criteria used byFreddie Mac to determine (in Freddie Mac’s reasonable discretion) if such person or entity has significantmultifamily real estate experience, including, without limitation, whether such person or entity:

(a) owns and/or has invested in at least $250 million (in original principal amount) of multifamily real estaterelated mezzanine level or subordinate securities and/or multifamily real estate properties;

(b) has significant multifamily management expertise and experience; and/or

(c) has comparable multifamily real estate ownership, investment or management expertise and experience,each as determined in Freddie Mac’s reasonable discretion.

A finding that such person or entity meets the dollar value requirements of clause (a) above does not in itself bindFreddie Mac to a determination that such person or entity has significant multifamily real estate experience.

In order to exercise the rights of the Approved Directing Certificateholder, the directing certificateholder mustbe an Approved Directing Certificateholder. To initiate the process of becoming or designating an ApprovedDirecting Certificateholder, the Controlling Class Majority Holder will be required to provide notice to Freddie Mac,the master servicer, the special servicer, the trustee and the certificate administrator indicating which certificates thatsuch Controlling Class Majority Holder or the certificateholder(s) designating such Controlling Class MajorityHolder, as applicable, has or have purchased. In addition, such Controlling Class Majority Holder will also berequired to provide a notice to Freddie Mac, the master servicer, the special servicer, the trustee and the certificateadministrator that includes the name and contact information of the proposed directing certificateholder (delivery of

187

which may be satisfied by delivery of a notice substantially in the form attached to the Pooling Agreement (suchnotice, the “Directing Certificateholder Notice”)). Within 5 Business Days of the date of receipt of such notice(such 5 Business Day period, the “Directing Certificateholder Approval Period”), Freddie Mac may elect not torespond to such notice or may countersign and return the notice to the Controlling Class Majority Holder, indicatingin such notice whether Freddie Mac has approved or rejected the proposed directing certificateholder as anApproved Directing Certificateholder, and may (in Freddie Mac’s sole discretion) also provide such notice to themaster servicer, the special servicer, the trustee and the certificate administrator; provided, that Freddie Mac may,within any Directing Certificateholder Approval Period, request additional information that Freddie Mac deemsnecessary to complete its review and render its final approval or rejection. Any request from Freddie Mac to thesubmitting Controlling Class Majority Holder for additional information will be deemed a rejection by Freddie Macof the directing certificateholder as an Approved Directing Certificateholder and the Controlling Class MajorityHolder will be required to resubmit the Directing Certificateholder Notice (including, solely with respect to thenotice to Freddie Mac, such additional information) to Freddie Mac, the master servicer, the special servicer, thetrustee and the certificate administrator to reinitiate the Directing Certificateholder Approval Period.

The proposed directing certificateholder will be deemed to be an Approved Directing Certificateholder duringthe Directing Certificateholder Approval Period, and the master servicer, the special servicer, the certificateadministrator and the trustee will be entitled to conclusively treat such directing certificateholder as an ApprovedDirecting Certificateholder until the earlier of (i) the time such parties receive notice from Freddie Mac or theControlling Class Majority Holder that Freddie Mac has (A) rejected the proposed directing certificateholder as anApproved Directing Certificateholder or (B) requested any additional information necessary to render its finaldetermination or (ii) the end of the Directing Certificateholder Approval Period.

If Freddie Mac (i) countersigns the Directing Certificateholder Notice approving the directing certificateholderas an Approved Directing Certificateholder or (ii) fails to respond to the Controlling Class Majority Holder, in eachcase, within the Directing Certificateholder Approval Period, the Controlling Class Majority Holder will be requiredto provide written notice to the master servicer, the special servicer, the certificate administrator, the trustee andFreddie Mac including either (a) a copy of the approved Directing Certificateholder Notice countersigned by FreddieMac or (b) a certification stating that Freddie Mac failed to respond and did not request any additional informationwithin the Directing Certificateholder Approval Period (attaching the original Directing Certificateholder Notice), asapplicable, and such directing certificateholder will be deemed to be an Approved Directing Certificateholder. Uponreceipt of such notice, the master servicer, the special servicer, the certificate administrator and the trustee mayconclusively rely thereon and treat the directing certificateholder as an Approved Directing Certificateholder. Forthe avoidance of doubt, following the Directing Certificateholder Approval Period, if the Controlling Class MajorityHolder fails to provide the notice required by the second preceding sentence, the directing certificateholder will bedeemed not to be an Approved Directing Certificateholder and will retain only the Controlling Class MajorityHolder Rights; and the master servicer, the special servicer, the certificate administrator and the trustee willconclusively be entitled to treat such directing certificateholder as retaining only the Controlling Class MajorityHolder Rights.

If Freddie Mac provides in the Directing Certificateholder Notice within the Directing CertificateholderApproval Period that the proposed directing certificateholder is not an Approved Directing Certificateholder, suchdirecting certificateholder (including any Affiliated Borrower Loan Directing Certificateholder) will not be anApproved Directing Certificateholder and the Controlling Class Majority Holder will be required to provide writtennotice to the master servicer, the special servicer, the certificate administrator and the trustee and each such partywill be entitled to conclusively rely on such notice and treat such directing certificateholder as retaining only theControlling Class Majority Holder Rights. The rights of an Approved Directing Certificateholder (other than theControlling Class Majority Holder Rights) will not be exercisable by any directing certificateholder (including anyAffiliated Borrower Loan Directing Certificateholder) that is not an Approved Directing Certificateholder, and anyprovision of the Pooling Agreement requiring the Approved Directing Certificateholder’s consent or approval, orrequiring notice or information to be sent to the Approved Directing Certificateholder, will not require consent orapproval of, or notice or information to be sent to, any directing certificateholder that is not an Approved DirectingCertificateholder, unless such notice or information is required to be sent to the directing certificateholder. If thereis no Approved Directing Certificateholder, the portion of any Transfer Fees or collateral substitution fees payable tothe Approved Directing Certificateholder will instead be payable to the master servicer.

188

If no person is appointed as the directing certificateholder pursuant to the Pooling Agreement, the masterservicer, the special servicer, the certificate administrator and the trustee will not be required to and will notrecognize the Controlling Class Majority Holder or any other person as a directing certificateholder and anyprovision of the Pooling Agreement requiring notice or information to be sent to or the consent or approval of thedirecting certificateholder will not be applicable.

The Controlling Class Majority Holder may obtain a written pre-approval from Freddie Mac indicating that aproposed directing certificateholder qualifies as an Approved Directing Certificateholder (a “DCH Pre-Approval”)in accordance with the approval provisions set forth in this section “The Pooling Agreement—Realization UponMortgage Loans—Directing Certificateholder.”

Notwithstanding the foregoing, (i) for each Controlling Class Majority Holder, there can be no more than threerequests for a DCH Pre-Approval made per calendar year and (ii) any Freddie Mac confirmed DCH Pre-Approvalwill expire and can no longer be presented with the notice delivered pursuant to the terms of the Pooling Agreementupon the later of (a) six months after the date that Freddie Mac countersigns and delivers notice of such confirmedDCH Pre-Approval and (b) if Freddie Mac failed to respond or request additional information within the DirectingCertificateholder Approval Period, six months after the date that the Controlling Class Majority Holder dated anddelivered the original Directing Certificateholder Notice to Freddie Mac.

For the purpose of determining whether the directing certificateholder is an affiliate of any underlying borrower(or any proposed replacement underlying borrower) with respect to any underlying mortgage loan, the term“directing certificateholder” will include the directing certificateholder (and any affiliate of the directingcertificateholder), any of its managing members or general partners and any party directing or controlling thedirecting certificateholder (or any such affiliate), including, for example, in connection with any re-securitization ofthe Controlling Class.

By its acceptance of a certificate, each certificateholder confirms its understanding that (i) the directingcertificateholder may take actions, and the Directing Certificateholder Servicing Consultant may providerecommendations, that favor the interests of one or more classes of certificates over other classes of certificates,(ii) the directing certificateholder and the Directing Certificateholder Servicing Consultant may have specialrelationships and interests that conflict with those of holders of some classes of certificates, (iii) the directingcertificateholder and the Directing Certificateholder Servicing Consultant will have no liability to anycertificateholder for any action taken or not taken, or any recommendation provided, as applicable, and (iv) eachcertificateholder agrees to take no action against the directing certificateholder or the Directing CertificateholderServicing Consultant as a result of any such action or omission, recommendation or special relationship or conflict.See “Risk Factors—Risks Related to the Offered Certificates—The Interests of the Directing Certificateholder orFreddie Mac May Be in Conflict with the Interests of the Offered Certificateholders” in this offering circularsupplement.

It is anticipated that RFM FREDDIE ML03 LLC, an affiliate of The Related Companies, L.P., will bedesignated to serve as the initial directing certificateholder (the “Initial Directing Certificateholder”). As of theClosing Date, Affiliated Borrower Loan Events are expected to exist with respect to the Initial DirectingCertificateholder and the underlying mortgage loans secured by the mortgaged real properties identified on ExhibitA-1 as “Morh I,” “Peterson Plaza,” “Oak Center I,” “Crossroads Of New Brighton,” and “Crossroads Of Edina.”

As and to the extent described under “—Asset Status Report” below, during the Directing CertificateholderApproval Period or if Freddie Mac has approved a directing certificateholder as an Approved DirectingCertificateholder, such Approved Directing Certificateholder may direct the master servicer or the special servicerwith respect to various servicing matters involving each of the TELs. A directing certificateholder who is not anApproved Directing Certificateholder will not have such rights with respect to such servicing matters, but will beentitled to exercise the Controlling Class Majority Holder Rights described in this offering circular supplement.

In addition, upon the occurrence and during the continuance of any Affiliated Borrower Loan Event withrespect to any underlying mortgage loan, any right of the directing certificateholder to (i) approve and consent tocertain actions with respect to such underlying mortgage loan, (ii) exercise an option to purchase any DefaultedTELs and (iii) access certain information and reports regarding such underlying mortgage loan will be restricted asdescribed in “—Asset Status Report” below and “—Purchase Option” above, as applicable. Upon the occurrence

189

and during the continuance of an Affiliated Borrower Loan Event, the special servicer, as the Affiliated BorrowerLoan Directing Certificateholder, will be required to exercise any approval, consent, consultation or other rightswith respect to any matters related to an Affiliated Borrower Loan as described in “—Asset Status Report” below.

Asset Status Report. The special servicer is required to prepare and deliver a report to the master servicer, thedirecting certificateholder and Freddie Mac (the “Asset Status Report”) with respect to any underlying mortgageloan that becomes a Specially Serviced Mortgage Loan within 60 days of the special servicer’s receipt of theinformation it reasonably requires after a Servicing Transfer Event. The directing certificateholder will be entitledto receive, in addition to other information it is permitted to receive under the Pooling Agreement, Asset StatusReports (other than with respect to Affiliated Borrower Loans), although only the Approved DirectingCertificateholder will have consent or approval rights in respect of such reports.

Any Asset Status Report prepared by the special servicer will set forth the following information, to the extentreasonably determinable:

• a summary of the status of the Specially Serviced Mortgage Loan;

• a discussion of the legal and environmental considerations reasonably known to the special servicer,consistent with the Servicing Standard, that are applicable to the exercise of remedies and whether outsidelegal counsel has been retained;

• a current rent roll and income or operating statement available for the related mortgaged real property;

• the appraised value of the mortgaged real property, together with the assumptions used in the calculation ifthe appraisal is less than 12 months old;

• a recommendation by the special servicer as to how the Specially Serviced Mortgage Loan might bereturned to performing status, returned to the master servicer for regular servicing or otherwise realizedupon;

• a summary of any proposed actions and a discussion of whether or not taking such action is reasonablylikely to produce a greater recovery on a present value basis than not taking such action;

• a status report on any foreclosure actions or other proceedings undertaken with respect to the relatedmortgaged real property, any proposed workouts with respect to the Specially Serviced Mortgage Loan andthe status of any negotiations with respect to those workouts and an assessment of the likelihood ofadditional events of default on such underlying mortgage loan; and

• such other information as the special servicer deems relevant in light of the Servicing Standard.

If, within ten Business Days following delivery of the Asset Status Report, the Approved DirectingCertificateholder (if any) does not disapprove in writing of any action proposed to be taken in that Asset StatusReport or, upon delivery of a finalized Asset Status Report as described below, the special servicer will be requiredto implement the recommended action as outlined in such Asset Status Report. If the Approved DirectingCertificateholder (if any) disapproves in writing such Asset Status Report within such ten Business Days, the specialservicer is required to revise and deliver a new Asset Status Report within 30 days after such disapproval.

The special servicer must continue to revise that Asset Status Report until either (i) the Approved DirectingCertificateholder (if any) fails to disapprove the revised Asset Status Report within ten Business Days of receipt,(ii) the special servicer determines that an extraordinary event has occurred with respect to the mortgaged realproperty as described below or (iii) the passage of 60 days from the date of preparation of the first Asset StatusReport. The special servicer will be required to deliver the finalized Asset Status Report to the directingcertificateholder, Freddie Mac, the master servicer, the certificate administrator and the trustee. However, thespecial servicer (a) may, following the occurrence of an extraordinary event with respect to the related mortgagedreal property, take any action set forth in such Asset Status Report before the expiration of a ten Business Dayapproval period if the special servicer has reasonably determined that failure to take such action would materiallyand adversely affect the interests of the certificateholders and it has made a reasonable effort to contact theApproved Directing Certificateholder (if any) and (b) in any case, must determine whether any affirmativedisapproval by the Approved Directing Certificateholder (if any) described in this paragraph is not in the best

190

interest of all of the certificateholders pursuant to the Servicing Standard. The special servicer will be required tonotify any Approved Directing Certificateholder upon taking any such action.

The special servicer in its capacity as special servicer (and not in its capacity as Directing CertificateholderServicing Consultant, if selected to serve in such capacity) may not take any action inconsistent with an Asset StatusReport, unless that action would be required in order to act in accordance with the Servicing Standard. The specialservicer may, from time to time, modify any Asset Status Report it has previously delivered and implement thatreport, provided that the revised report has been prepared, reviewed and not rejected pursuant to the terms describedabove. The directing certificateholder will be entitled to be sent a copy by the special servicer of any such revisedAsset Status Report (other than for an Affiliated Borrower Loan), though only an Approved DirectingCertificateholder will have consent or approval rights in respect of such report.

In addition, with respect to a Specially Serviced Mortgage Loan, the special servicer is required to, subject tothe Servicing Standard and the terms of the Pooling Agreement, obtain the consent of the Approved DirectingCertificateholder (if any) and respond to any reasonable request for information from Freddie Mac prior to thetaking by the special servicer of the following actions (the “Consent Actions”)—

• any proposed or actual foreclosure upon or comparable conversion of (which may include acquisitions ofan REO Property) the ownership of the property or properties securing any Specially Serviced MortgageLoans as come into and continue in default;

• any modification, amendment or waiver of a monetary term (including any change in the timing ofpayments but excluding the waiver of Default Interest and late payment charges), any materialnon-monetary term or any waiver of a due-on-sale or due-on-encumbrance clause of an underlyingmortgage loan (other than any easement, right of way or similar agreement);

• any acceptance of a discounted payoff with respect to a Specially Serviced Mortgage Loan;

• any proposed or actual sale of an REO Property out of the issuing entity for less than the outstandingprincipal balance of, and accrued interest (other than Default Interest) on, the related underlying mortgageloan, except in connection with a termination of the issuing entity as described under “—Termination”below;

• any determination to bring an REO Property held by the issuing entity into compliance with applicableenvironmental laws or to otherwise address hazardous material located at the REO Property;

• any release of real property collateral for an underlying mortgage loan, other than in accordance with thespecific terms of, or upon satisfaction of, that underlying mortgage loan; provided, however, that theconsent of the Approved Directing Certificateholder (if any) to any release of non-material parcels of themortgaged real property may not be unreasonably withheld;

• any acceptance of substitute or additional real property collateral for an underlying mortgage loan, otherthan in accordance with the specific terms of that underlying mortgage loan;

• any approval of releases of earn-out reserves or related letters of credit with respect to a mortgaged realproperty securing an underlying mortgage loan, other than in accordance with the specific terms of thatunderlying mortgage loan;

• the release of any reserves in excess of the threshold set forth in the Pooling Agreement; and

• any approval of an underlying borrower request for consent to a replacement property manager forSpecially Serviced Mortgage Loans (which approval may not be unreasonably withheld), other than inconnection with any pre-approved servicing request with respect to an underlying mortgage loan set forthin the Pooling Agreement.

However, no direction of the Approved Directing Certificateholder (if any), and no failure to consent to anyaction requiring the consent of the Approved Directing Certificateholder (if any) under the Pooling Agreement, may(i) require or cause the master servicer or the special servicer to violate the terms of the subject Specially ServicedMortgage Loan, applicable law or any provision of the Pooling Agreement or any related intercreditor agreement;(ii) expose the master servicer, the special servicer, the trustee, the certificate administrator, the custodian, the

191

depositor, Freddie Mac, the issuing entity or any of various other parties to any claim, suit or liability or(iii) materially expand the scope of the special servicer’s or the master servicer’s responsibilities under the PoolingAgreement. The master servicer or the special servicer, as the case may be, will not (x) follow any such direction ofthe Approved Directing Certificateholder, (y) initiate any such actions having any of the effects set out above, or(z) take or refrain from taking any action, if following such directions, taking such action or refraining from takingsuch action would violate the Servicing Standard. The master servicer or the special servicer, as the case may be,will be required to notify any Approved Directing Certificateholder if it does not follow any such direction of suchApproved Directing Certificateholder.

Upon the occurrence of an Affiliated Borrower Loan Event (except with respect to any Affiliated BorrowerLoan Event that exists on the Closing Date and is described in the definition of Affiliated Borrower Loan Event), thedirecting certificateholder will be required to provide written notice of the same to the trustee, the certificateadministrator, the master servicer, the special servicer and Freddie Mac within two Business Days after theoccurrence of such Affiliated Borrower Loan Event. In addition, the directing certificateholder will be required toprovide written notice to the trustee, the certificate administrator, the master servicer, the special servicer andFreddie Mac of the termination of any Affiliated Borrower Loan Event within two Business Days after thetermination of such Affiliated Borrower Loan Event. Except with respect to any Affiliated Borrower Loan Eventthat exists on the Closing Date and is described in the definition of Affiliated Borrower Loan Event, prior to itsreceipt of any notice from the directing certificateholder of the occurrence of an Affiliated Borrower Loan Event (or,following its receipt, if any, of the termination of any Affiliated Borrower Loan Event, prior to its receipt of anynotice of the occurrence of another Affiliated Borrower Loan Event), the master servicer, the special servicer, thetrustee, the certificate administrator and Freddie Mac may conclusively assume that no Affiliated Borrower LoanEvent exists, unless a responsible officer of the trustee or certificate administrator, as applicable, or a servicingofficer of the master servicer or the special servicer, as applicable, has actual knowledge of any Affiliated BorrowerLoan Event. The master servicer, the special servicer, the trustee, the certificate administrator and Freddie Mac mayrely on any such notice of the occurrence or the termination of an Affiliated Borrower Loan Event without makingany independent investigation.

Upon the occurrence and during the continuance of an Affiliated Borrower Loan Event, the directingcertificateholder will not have any approval, consent, consultation or other rights under the Pooling Agreement withrespect to any matters related to any Affiliated Borrower Loan, and the Affiliated Borrower Loan DirectingCertificateholder, upon receipt of written notice from the directing certificateholder, or any party on its behalf, of theoccurrence of any Affiliated Borrower Loan Event and prior to receipt of written notice from the directingcertificateholder, or any party on its behalf, of the termination of such Affiliated Borrower Loan Event (i) will berequired to exercise any such rights in its sole discretion and in accordance with the Servicing Standard and onbehalf of the certificateholders as a collective whole, without seeking the consent or consultation of any other party,except that the Affiliated Borrower Loan Directing Certificateholder may consult with Freddie Mac with respect toany matters related to the Affiliated Borrower Loan, but will not be bound by any such consultation with FreddieMac and (ii) will be entitled to any fees that would otherwise be payable to the Approved Directing Certificateholderunder “Description of the Certificates—Fees and Expenses” in this offering circular supplement but for theoccurrence of such Affiliated Borrower Loan Event.

Upon receipt of written notice from the directing certificateholder, or any party on its behalf, of the occurrenceof any Affiliated Borrower Loan Event and prior to receipt of written notice from the directing certificateholder, orany party on its behalf, of the termination of such Affiliated Borrower Loan Event, none of the trustee, the certificateadministrator, the master servicer or the special servicer will be permitted under the Pooling Agreement to seek,accept or take any action based on the approval, consent or consultation of the Approved Directing Certificateholderwith respect to any matters related to any Affiliated Borrower Loan. In addition, for so long as an AffiliatedBorrower Loan Event exists with respect to any Affiliated Borrower Loan, and to the extent the certificateadministrator has actual knowledge of such Affiliated Borrower Loan Event, the certificate administrator may notprovide to the directing certificateholder any asset status report, inspection report, appraisal or internal valuationrelated to such Affiliated Borrower Loan. In addition, for so long as an Affiliated Borrower Loan Event exists withrespect to any underlying mortgage loan, the trustee, the certificate administrator, the master servicer and the specialservicer may withhold from the directing certificateholder any information with respect to such underlying mortgageloan that the trustee, the certificate administrator, the master servicer or the special servicer, as applicable,determines, in its sole discretion, is related to the workout of such underlying mortgage loan.

192

Inspections; Collection of Operating Information

The special servicer will be required, at the expense of the issuing entity, to physically inspect or cause aphysical inspection of the related mortgaged real property as soon as practicable after any underlying mortgage loanbecomes a Specially Serviced Mortgage Loan and annually thereafter for so long as that underlying mortgage loanremains a Specially Serviced Mortgage Loan (or at such lesser frequency as confirmed by Rating AgencyConfirmation). The master servicer will be required, at its own expense, to physically inspect or cause a physicalinspection of each mortgaged real property securing an underlying mortgage loan for which it acts as master servicerat least once per 12-month period or, in the case of each underlying mortgage loan with an outstanding principalbalance (or allocated loan amount) less than $2,000,000, once every 24-month period (or at such lesser frequency asconfirmed by Rating Agency Confirmation), if the special servicer has not already done so in that period ascontemplated by the preceding sentence. For each underlying mortgage loan, such 12-month period or 24-monthperiod, as applicable, will begin on such date as is consistent with the Guide. The master servicer and the specialservicer will be required to prepare or cause the preparation of a written report of each inspection performed by itthat generally describes the condition of the particular mortgaged real property and, upon request, deliver suchwritten report in electronic format to (i) the certificate administrator and (ii) the master servicer (if such writtenreport was prepared by the special servicer).

Most of the loan documents obligate the related underlying borrower to deliver quarterly, and substantially allloan documents require annual, property operating statements. However, we cannot assure you that any operatingstatements required to be delivered will in fact be delivered, nor is the special servicer or the master servicer likelyto have any practical means of compelling such delivery in the case of an otherwise performing mortgage loan.

Servicer Reports

As set forth in the Pooling Agreement, on a date preceding the applicable distribution date, the master serviceris required to deliver to the certificate administrator, the directing certificateholder and Freddie Mac a servicerremittance report setting forth the information necessary for the certificate administrator to make the distributions setforth under “Description of the Certificates—Distributions” in this offering circular supplement and containing theinformation to be included in the distribution report for that distribution date delivered by the certificateadministrator as described under “Description of the Certificates—Reports to Certificateholders and Freddie Mac;Available Information” in this offering circular supplement.

Evidence as to Compliance

No later than the date specified below of each year, commencing in 2018, each of the master servicer and thespecial servicer must deliver or cause to be delivered, as applicable, to the depositor, the trustee, the certificateadministrator and Freddie Mac, among others:

• by March 15th of each year, a statement of compliance signed by an officer of the master servicer or thespecial servicer, as the case may be, to the effect that, among other things, (i) a review of the activities ofthe master servicer or the special servicer, as the case may be, during the preceding calendar year—or, inthe case of the first such certification, during the period from the Closing Date through December 31, 2017inclusive—and of its performance under the Pooling Agreement, has been made under such officer’ssupervision; (ii) to the best of such officer’s knowledge, based on such review, the master servicer or thespecial servicer, as the case may be, has fulfilled its obligations under the Pooling Agreement in all materialrespects throughout the preceding calendar year or the portion of that year during which the certificateswere outstanding (or, if there has been a failure to fulfill any such obligation in any material respect,specifying each such failure known to such officer and the nature and status of each such failure); (iii) thatthe master servicer or the special servicer, as the case may be, has maintained an effective internal controlsystem over the servicing of mortgage loans, including the TELs; and (iv) in the case of the master serviceronly, to the best of such officer’s knowledge, each sub-servicer, if any, has fulfilled its obligations under itsSub-Servicing Agreement in all material respects (or, if there has been a failure to fulfill any suchobligation in any material respect, specifying each such failure known to such officer and the nature andstatus of each such failure and proposed actions with respect to the default); provided, however, that themaster servicer will be entitled to conclusively rely on a review of the activities of such sub-servicerconducted by Freddie Mac, so long as the master servicer does not have any actual knowledge of such sub-

193

servicer’s material non-fulfillment or material default (Freddie Mac will provide any Third Party MasterServicer access to such sub-servicer reviews by March 1 of each year beginning with March 1, 2018), and

• as to each annual statement of compliance delivered by the master servicer or the special servicer, as thecase may be, as described in the preceding bullet point, by April 15th of each year, an accountant’sstatement from a registered public accounting firm to the effect that the asserting party complied with theminimum servicing standards identified in (i) Item 1122 of Regulation AB or (ii) the Uniform SingleAttestation Program for Mortgage Bankers. For purposes of determining compliance with the minimumstandards identified in clauses (i) or (ii) above, the master servicer and its accountants will be entitled torely on the sub-servicer reviews delivered by Freddie Mac pursuant to the preceding bullet point, subject tothe limitations set forth in the preceding bullet point.

As long as one party is performing the duties of both the master servicer and the special servicer, that party willbe required to deliver only one report, certificate or statement satisfying the requirements listed immediately above.Copies of such statement will be provided to any certificateholder, upon written request of any certificateholder, bythe certificate administrator.

Events of Default

Each of the following events, circumstances and conditions will be considered events of default with respect tothe master servicer or the special servicer under the Pooling Agreement:

1. any failure by the master servicer to make (i) any required deposit into its collection account or any otheraccount created under the Pooling Agreement, which failure continues unremedied for two BusinessDays, or any required remittance to the certificate administrator for deposit in the distribution account bythe time required under the Pooling Agreement on the Business Day prior to the related distribution date,which failure continues unremedied until 11:00 a.m. (New York City time) on the related distributiondate; or (ii) any required Servicing Advance within the time specified in the Pooling Agreement, whichfailure remains uncured for 15 days (or such shorter time as is necessary to avoid the lapse of anyrequired insurance policy for any mortgaged real property or the foreclosure of any tax lien on the relatedmortgaged real property);

2. any failure by the special servicer to deposit into the REO account, or to remit to the master servicer fordeposit in the collection account, any such deposit or remittance required to be made by the specialservicer, when so required under the Pooling Agreement, which failure continues unremedied for twoBusiness Days;

3. any failure by the master servicer or the special servicer duly to observe or perform in any materialrespect any of its other covenants or obligations under the Pooling Agreement, which failure continuesunremedied for 30 days (15 days in the case of a failure to pay the premium for any required insurancepolicy for any mortgaged real property) after written notice of such failure has been given to the masterservicer or the special servicer, as the case may be, by any other party to the Pooling Agreement, or tothe master servicer or the special servicer, as applicable, the depositor and the trustee (with a copy to thecertificate administrator) by the holders of 25% of the percentage interests of any class of certificates;provided, however, if such failure (other than a failure to pay insurance policy premiums for anymortgaged real property) is not capable of being cured within such 30-day period and the master serviceror the special servicer, as applicable, is diligently pursuing such cure, then such 30-day period will beextended for an additional 30 days;

4. any breach by the master servicer or the special servicer of a representation or warranty contained in thePooling Agreement that materially and adversely affects the interests of the certificateholders andcontinues unremedied for 30 days after the date on which notice of such breach is given to the masterservicer or the special servicer, as the case may be, by any other party to the Pooling Agreement, or tothe master servicer or the special servicer, as applicable, the depositor and the trustee (with a copy to thecertificate administrator) by the holders of 25% of the percentage interests of any class of certificates;provided, however, if such breach is not capable of being cured within such 30-day period and the master

194

servicer or the special servicer, as applicable, is diligently pursuing such cure, then such 30-day periodwill be extended for an additional 30 days;

5. certain events of insolvency, readjustment of debt, marshaling of assets and liabilities or similarproceedings in respect of or relating to the master servicer or the special servicer, as applicable, andcertain actions by or on behalf of the master servicer or the special servicer, as applicable indicating itsinsolvency or inability to pay its obligations and such decree or order remains in force for 60 days;

6. a consent by the master servicer or the special servicer to the appointment of a conservator, receiver,liquidator, trustee or similar official in any bankruptcy, insolvency, readjustment of debt, marshaling ofassets and liabilities or similar proceedings of or relating to such master servicer or special servicer orrelating to all or substantially all of its property;

7. an admission by the master servicer or the special servicer in writing of its inability to pay its debtsgenerally as they become due, the filing of a petition to take advantage of any applicable bankruptcy,insolvency or reorganization statute, the making of an assignment for the benefit of its creditors, thevoluntary suspension of payment of its obligations or the taking of any corporate action in furtherance ofthe foregoing;

8. a Ratings Trigger Event occurs with respect a Third Party Master Servicer or the special servicer;

9. failure of the Third Party Master Servicer to provide the certificate administrator with certain periodicinformation pertaining to the TELs as required under the Pooling Agreement more than three times in arolling 12-month period within one Business Day of the date on which the relevant report is due, unlesssuch failure is due to force majeure or an act of God or such failure is waived by Freddie Mac; providedthat Freddie Mac is not permitted to grant more than one waiver in such rolling 12-month period withoutthe consent of the Approved Directing Certificateholder (if any), which consent may not be unreasonablywithheld or delayed; provided further, that a report will not be considered late unless Freddie Macprovides the Third Party Master Servicer with written notice, with a copy to the certificate administrator,that the report was late within five days after the related distribution date; or

10. the Rating Agency places the rating of the rated certificates on “Watchlist” status in contemplation of aratings downgrade or withdrawal (or the Rating Agency has downgraded or withdrawn its rating for therated certificates) citing servicing concerns with respect to the Third Party Master Servicer or the specialservicer, as applicable, as the sole or material factor in such rating action and such “Watchlist” status,downgrade or withdrawal is not withdrawn, reversed or revoked, as applicable, by the Rating Agencywithin 60 days of such rating action.

If the Third Party Master Servicer is terminated solely due to an event described in clauses 8 or 10 above, theThird Party Master Servicer will have 45 days to solicit bids and complete the sale of the servicing rights withrespect to the TELs to a servicer acceptable under the Pooling Agreement, during which time period the Third PartyMaster Servicer will continue to service the TELs.

195

Rights Upon Event of Default

If an event of default described under “—Events of Default” above occurs with respect to the master servicer orthe special servicer and remains unremedied, the trustee will be authorized, and at the direction of the directingcertificateholder (but with respect to the master servicer, only if such directing certificateholder is an ApprovedDirecting Certificateholder; provided that with respect to clause 9 under “—Events of Default” above, a directingcertificateholder that is not an Approved Directing Certificateholder may inform the trustee of any such event ofdefault) or Freddie Mac, the trustee will be required, to terminate all of the obligations and all of the rights of thedefaulting party pursuant to the Pooling Agreement in and to the TELs and proceeds of the TELs, other than anyrights the defaulting party may have (i) as a certificateholder or (ii) in respect of compensation, indemnities andreimbursements accrued by or owing to such defaulting party on or prior to the date of termination or due to suchdefaulting party thereafter for services rendered and expenses incurred. Upon any such termination, the trustee musteither:

• succeed to all of the responsibilities, duties and liabilities of the defaulting party under the PoolingAgreement; or

• appoint an established mortgage loan servicing institution to act as successor to the defaulting party underthe Pooling Agreement that meets the Successor Servicer Requirements;

subject, in both cases, to (i) the right of the master servicer to sell its servicing rights with respect to the TELs asdescribed in “—Events of Default” above, (ii) the right of the directing certificateholder to appoint a successorspecial servicer as described under “—Resignation, Removal and Replacement of Servicers; Transfer of ServicingDuties” above and (iii) the right of certificateholders entitled to at least 662/3% of the voting rights allocated to eachclass of certificates affected by any event of default to waive such event of default as described below.

If the trustee is unwilling or unable to act as the permanent successor master servicer or special servicer or doesnot satisfy the Successor Servicer Requirements, it may (or, at the written request of certificateholders entitled to notless than 25% of the voting rights will be required to), promptly appoint, or petition a court of competent jurisdictionto appoint as successor to the master servicer or the special servicer, as applicable, an established mortgage loanservicing institution, which satisfies the Successor Servicer Requirements.

In general, certificateholders entitled to at least 662/3% of the voting rights allocated to each class of certificatesaffected by any event of default may waive the event of default. However, the events of default described in clauses1 and 2 under “—Events of Default” above may only be waived by all of the holders of the affected classes ofcertificates, the trustee and Freddie Mac. Furthermore, if the certificate administrator or the trustee is required tospend any monies in connection with any event of default or any waiver of that event of default, then that event ofdefault may not be waived unless and until the certificate administrator or the trustee has been reimbursed for suchamounts by the party requesting the waiver. Upon any waiver of an event of default, the event of default will ceaseto exist and will be deemed to have been remedied for every purpose under the Pooling Agreement.

No certificateholder will have the right under the Pooling Agreement to institute any proceeding with respect tothe Pooling Agreement or the certificates unless:

• that holder previously has given to the trustee written notice of default;

• except in the case of a default by the trustee, certificateholders representing at least 25% of a class havemade written request upon the trustee to institute that proceeding in its own name as trustee under thePooling Agreement and have offered to the trustee reasonable security or indemnity; and

• the trustee for 60 days has neglected or refused to institute any such proceeding.

Each certificateholder will be deemed under the Pooling Agreement to have expressly covenanted with everyother certificateholder and the trustee, that no one or more certificateholders will have any right in any mannerwhatsoever by virtue of any provision of the Pooling Agreement or the certificates to affect, disturb or prejudice therights of the holders of any other certificates, or to obtain or seek to obtain priority over or preference to any othercertificateholder, or to enforce any right under the Pooling Agreement or the certificates, except in the mannerprovided in the Pooling Agreement or the certificates and for the equal, ratable and common benefit of allcertificateholders.

196

Neither the trustee nor the certificate administrator, however, will be under any obligation to exercise any of thetrusts or powers vested in it by the Pooling Agreement or the certificates or to make any investigation of mattersarising thereunder or under the certificates or to institute, conduct or defend any litigation under or in relation to thePooling Agreement or the certificates at the request, order or direction of any of the certificateholders, unless in thecertificate administrator’s or the trustee’s opinion, as applicable, those certificateholders have offered to thecertificate administrator or the trustee, as applicable, reasonable security or indemnity against the costs, expensesand liabilities which may be incurred by the certificate administrator or the trustee as a result.

Matters Regarding the Trustee, the Certificate Administrator and the Custodian

Each of the trustee and the certificate administrator is at all times required to be a corporation, national bank,trust company or national banking association organized and doing business under the laws of the U.S. or any Stateof the U.S. or the District of Columbia. Furthermore, the trustee and the certificate administrator must at all times,among other things—

• be authorized under those laws to exercise corporate trust powers;

• have a combined capital and surplus of at least $50,000,000; and

• be subject to supervision or examination by federal or state authority.

If the corporation, national bank, trust company or national banking association publishes reports of condition atleast annually, in accordance with law or the requirements of the supervising or examining authority, then thecombined capital and surplus of that corporation, national bank, trust company or national banking association willbe deemed to be its combined capital and surplus as described in its most recent published report of condition.

We, the master servicer, the special servicer, Freddie Mac and our and their respective affiliates, may from timeto time enter into normal banking and trustee relationships with the trustee, the certificate administrator and theiraffiliates. The trustee, the certificate administrator and any of their respective affiliates may hold certificates in itsown name. In addition, for purposes of meeting the legal requirements of some local jurisdictions, the trustee willhave the power to appoint a co-trustee or separate trustee of all or any part of the assets of the issuing entity. Allrights, powers, duties and obligations conferred or imposed upon the trustee will be conferred or imposed upon thetrustee and the separate trustee or co-trustee jointly or, in any jurisdiction in which the trustee is incompetent orunqualified to perform some acts, singly upon the separate trustee or co-trustee, who may exercise and perform itsrights, powers, duties and obligations solely at the direction of the trustee.

The trustee and the certificate administrator will be entitled to a monthly fee for their services as trustee,certificate administrator and custodian, as applicable. This fee will accrue with respect to each and every underlyingmortgage loan. The trustee fee will accrue at the trustee fee rate set forth in “Description of the Certificates—Feesand Expenses” in this offering circular supplement on the Stated Principal Balance of each underlying mortgageloan outstanding from time to time and will be calculated on the same basis as interest on each underlying mortgageloan, subject to a minimum trustee fee of $5,000 per annum payable in equal monthly installments. The certificateadministrator fee will accrue at the certificate administrator fee rate set forth in “Description of the Certificates—Fees and Expenses” in this offering circular supplement on the Stated Principal Balance of each underlyingmortgage loan outstanding from time to time and will be calculated on the same basis as interest on each underlyingmortgage loan, subject to a minimum certificate administrator fee of $5,000 per annum payable in equal monthlyinstallments. The trustee fee and the certificate administrator fee are payable out of general collections on themortgage pool in the issuing entity.

The certificate administrator will initially be the custodian of the mortgage files. The certificate administratormay appoint, at the certificate administrator’s own expense, one or more custodians to hold all or a portion of themortgage files on behalf of the trustee; however the certificate administrator will be required to inform the masterservicer, the trustee and Freddie Mac of such appointment and the appointment of any custodian will require theapproval of Freddie Mac. Each custodian will be required to (i) be a depository institution supervised and regulatedby a federal or state banking authority, (ii) have combined capital and surplus of at least $10,000,000, (iii) bequalified to do business in the jurisdiction in which it holds any mortgage file, (iv) not be the depositor, theOriginator or any affiliate of the depositor or the Originator, and (v) have in place Fidelity Insurance and errors andomissions insurance, each in such form and amount as is customarily required of custodians acting on behalf of

197

Freddie Mac or Fannie Mae. Each custodian will be subject to the same obligations, standard of care, protectionsand indemnities as would be imposed on, or would protect, the certificate administrator under the PoolingAgreement in connection with the retention of mortgage files directly by the certificate administrator. Theappointment of one or more custodians will not relieve the certificate administrator from any of its obligations underthe Pooling Agreement, and the certificate administrator will remain responsible for all acts and omissions of anycustodian.

Certain Indemnities

The depositor, the master servicer (either in its own right or on behalf of an indemnified sub-servicer), theservicing consultant and the special servicer (including in its capacity as the Affiliated Borrower Loan DirectingCertificateholder) and any officer, director, general or limited partner, shareholder, member, manager, employee,agent, affiliate or controlling person of the depositor, the master servicer, the special servicer or the servicingconsultant will be entitled to be indemnified and held harmless by the issuing entity against any and all losses,liabilities, damages, claims, judgments, costs, fees, penalties, fines, forfeitures or other expenses (includingreasonable legal fees and expenses (including in connection with the enforcement of such indemnified party’s rightsunder the Pooling Agreement)) that may be imposed on, incurred by or asserted against them in connection with,related to, or arising out of, the Pooling Agreement, the transactions contemplated by the Pooling Agreement or thecertificates, other than any loss, liability, damage, claim, judgment, cost, fee, penalty, fine, forfeiture or otherexpense (including reasonable legal fees and expenses) (i) that is specifically required to be borne by the partyseeking indemnification, without right of reimbursement pursuant to the terms of the Pooling Agreement or (ii)incurred by reason of a breach of any representation or warranty by the depositor, the master servicer or the specialservicer, as applicable, under the Pooling Agreement, or by reason of the willful misconduct, bad faith, fraud ornegligence of the depositor, the servicing consultant, the master servicer or the special servicer, as applicable, in theperformance of its respective duties under the Pooling Agreement or negligent disregard of its respective obligationsor duties under the Pooling Agreement. For the avoidance of doubt, the indemnification provided by the issuingentity pursuant to the preceding sentence will not entitle the servicing consultant, the master servicer or the specialservicer, as applicable, to reimbursement for ordinary costs or expenses incurred by the servicing consultant, themaster servicer or the special servicer, as applicable, in connection with its usual and customary performance of itsduties and obligations under the Pooling Agreement that are not expressly payable or reimbursable to the servicingconsultant, the master servicer or the special servicer, as applicable, under the Pooling Agreement. The masterservicer, on behalf of an indemnified sub-servicer, will be entitled to pursue the issuing entity under the PoolingAgreement for any indemnification due to an indemnified sub-servicer under the terms of the related Sub-ServicingAgreement. The master servicer will be required to promptly upon receipt and identification remit suchindemnification amounts to the affected indemnified sub-servicer upon reimbursement of such amounts from thecollection account or (upon receipt from the trustee) the distribution account, as applicable. If the master servicerdetermines that a claim for indemnification submitted by a sub-servicer should not be pursued under the terms of therelated Sub-Servicing Agreement or the Pooling Agreement, the master servicer will be required to promptly notifyFreddie Mac in writing of the nature of such claim and a summary explanation of the master servicer’s reason fordenying such claim.

The trustee (in each of its capacities under the Pooling Agreement), the certificate administrator (in each of itscapacities under the Pooling Agreement), the custodian and their respective officers, directors, general or limitedpartners, shareholders, members, managers, employees, agents, affiliates and controlling persons will be entitled tobe indemnified and held harmless by the issuing entity against any and all losses, liabilities, damages, claims,judgments, costs, fees, penalties, fines, forfeitures or other expenses (including reasonable legal fees and expenses(including in connection with the enforcement of such indemnified party’s rights under the Pooling Agreement)) thatmay be imposed on, incurred by or asserted against the trustee, the certificate administrator or the custodian, asapplicable, in connection with, related to, or arising out of the Pooling Agreement, the transactions contemplated bythe Pooling Agreement or the certificates other than any loss, liability, damage, claim, judgment, cost, fee, penalty,fine, forfeiture or other expense (including reasonable legal fees and expenses) (i) that constitutes a specific liabilityof the trustee, the certificate administrator or the custodian, as applicable, under the Pooling Agreement or (ii)incurred by reason of any breach of any representation or warranty by the trustee, the certificate administrator or thecustodian, as applicable, under the Pooling Agreement or by reason of the willful misconduct, bad faith, fraud ornegligence of the trustee, the certificate administrator or the custodian, as applicable, in the performance of its dutiesunder the Pooling Agreement or negligent disregard of its obligations or duties under the Pooling Agreement.

198

However, subject to the last two sentences of this paragraph, in any calendar year, indemnification to us, thetrustee, the certificate administrator, the custodian, the Third Party Master Servicer (for itself or certain indemnifiedsub-servicers, as applicable), the special servicer and their respective general or limited partners, members,managers, shareholders, affiliates, directors, officers, employees, agents and controlling persons will not exceed anamount equal to the Depositor Aggregate Annual Cap, the Trustee Aggregate Annual Cap or the CertificateAdministrator/Custodian Aggregate Annual Cap (if different persons or entities are the trustee and the certificateadministrator/custodian), the Trustee/Certificate Administrator/Custodian Aggregate Annual Cap (if the same personor entity is the trustee and the certificate administrator/custodian), the Master Servicer Aggregate Annual Cap or theSpecial Servicer Aggregate Annual Cap, as applicable. Any amounts payable in excess of the relevant AggregateAnnual Cap will be required to be paid, to the extent the funds are available, in the subsequent calendar year or years(subject to the applicable Aggregate Annual Cap for each such calendar year) until paid in full. Any indemnificationamounts unpaid as a result of the relevant Aggregate Annual Cap will accrue interest at a rate equal to the PrimeRate from the date on which such amounts would have otherwise been paid had such Aggregate Annual Cap notapplied to the date on which such amount is paid. The foregoing Aggregate Annual Caps will not apply after theAggregate Annual Cap Termination Date. Freddie Mac and the Approved Directing Certificateholder (if any) willhave the right, in their sole and absolute discretion, to waive (as evidenced by a waiver signed by both Freddie Macand such Approved Directing Certificateholder (if any)) the Depositor Aggregate Annual Cap, the Master ServicerAggregate Annual Cap, the Trustee Aggregate Annual Cap, the Certificate Administrator/Custodian AggregateAnnual Cap, the Trustee/Certificate Administrator/Custodian Aggregate Annual Cap or the Special ServicerAggregate Annual Cap upon the written request (which request, in the case of certain indemnified sub-servicers, isrequired to be accompanied by notice to the master servicer) of the depositor, the trustee, the certificateadministrator, the Third Party Master Servicer, certain indemnified sub-servicers or the special servicer, asapplicable.

Termination

The obligations created by the Pooling Agreement will terminate following the earliest of—

1. the final payment or advance on, or other liquidation of, the last underlying mortgage loan or relatedREO Property remaining in the issuing entity; and

2. the purchase of all of the TELs and REO Properties remaining in the issuing entity by (1) the ControllingClass Majority Holder, but excluding Freddie Mac, (2) the special servicer or (3) the Third Party MasterServicer, in that order.

Written notice of termination of the Pooling Agreement will be given to each certificateholder and Freddie Mac.The final distribution with respect to each certificate will be made only upon surrender and cancellation of thatcertificate at the office of the certificate registrar or at any other location specified in the notice of termination.

The following parties will each in turn, according to the order listed below, have the option to purchase all ofthe TELs and all other property remaining in the issuing entity on any distribution date on which the total StatedPrincipal Balance of the mortgage pool is less than 10.0% of the initial TEL pool balance, upon written notice to thetrustee and the other parties to the Pooling Agreement:

• the Controlling Class Majority Holder, but excluding Freddie Mac;

• the special servicer; and

• the Third Party Master Servicer.

Any purchase by the Controlling Class Majority Holder (excluding Freddie Mac), a Third Party Master Serviceror a special servicer of all the TELs and REO Properties remaining in the issuing entity is required to be made at aprice equal to:

• the sum of—

1. the Purchase Price of all the TELs then included in the issuing entity, exclusive of REO Loans;

199

2. the appraised value of all REO Properties then included in the issuing entity, as determined by anappraiser mutually agreed upon by the master servicer and the special servicer;

3. without duplication, any unreimbursed Additional Issuing Entity Expenses; and

4. any Unreimbursed Indemnification Expenses; minus

• solely in the case of a purchase by the Third Party Master Servicer or the special servicer, the total of allamounts payable or reimbursable to the purchaser under the Pooling Agreement.

The purchase will result in early retirement of the then outstanding certificates. However, the right of theControlling Class Majority Holder, but excluding Freddie Mac, the special servicer or the Third Party MasterServicer to make the purchase is subject to the requirement that the total Stated Principal Balance of the mortgagepool be less than 1.0% of the initial TEL pool balance. The termination price, exclusive of any portion of thetermination price payable or reimbursable to any person other than the certificateholders, will constitute part of theAvailable Distribution Amount for the final distribution date. Any person or entity making the purchase will beresponsible for reimbursing the parties to the Pooling Agreement for all reasonable out-of-pocket costs and expensesincurred by those parties in connection with the purchase.

Amendment

In general, the Pooling Agreement may be amended by mutual agreement of the parties to the PoolingAgreement without the consent of any of the holders of the certificates (except as set forth in item 9 below withrespect to the consent of the Approved Directing Certificateholder (if any)) for the following reasons—

1. to cure any ambiguity;

2. to correct, modify or supplement any provision in the Pooling Agreement which may be inconsistentwith this offering circular supplement;

3. to correct, modify or supplement any provision in the Pooling Agreement which may be inconsistentwith any other provision in that document or to correct any error;

4. to make any other provisions with respect to matters or questions arising under the Pooling Agreementthat are not inconsistent with the existing provisions of that document;

5. to modify, supplement or make any other provision with regard to the resignation of the trustee inconnection with defeasance of 20% or more of the mortgage pool when the trustee is an affiliate of anyof the sub-servicers;

6. with an opinion of counsel delivered to the trustee, the certificate administrator, the master servicer andthe special servicer, to relax or eliminate any transfer restriction imposed on the certificates, in eachcase, if such laws are amended or clarified such that any such restriction may be relaxed or eliminated;

7. if necessary to maintain a rating assigned by Moody’s to the rated certificates;

8. to modify the procedures in the Pooling Agreement relating to Rule 17g-5 or Rule 15Ga-1 under theExchange Act; or

9. with prior written notice to the Rating Agency of any material amendment, to modify, alter, amend, addto or rescind any of the provisions contained in the Pooling Agreement to comply with any rules orregulations promulgated by the SEC from time to time.

No amendment described in clauses (3), (4) or (8) may adversely affect in any material respect the interests of anycertificateholder or any third party beneficiary to the Pooling Agreement or any provision of the Pooling Agreement,as evidenced by the receipt by the trustee and the certificate administrator of an opinion of counsel to that effect or,alternatively, in the case of any particular certificateholder or third party beneficiary, an acknowledgment to thateffect from such person or, alternatively, in the case of the rated certificates, receipt of Rating Agency Confirmation.

200

In addition, the Pooling Agreement may be amended by the parties to the Pooling Agreement with the consentof the holders of not less than 51% of the voting rights that are materially affected by the amendment, to (i) add to,change or eliminate any of the provisions of the Pooling Agreement or (ii) modify the rights of the holders of thecertificates. However, no such amendment may:

1. reduce the amount of, or delay the timing of, payments received or advanced on the TELs and/or REOProperties which are required to be distributed on any certificate, without the consent of the holder ofsuch certificate;

2. adversely affect in any material respect the interests of the holders of any class of certificates in a mannerother than as described in clause (1) above, without the consent of the holders of all certificates of suchclass;

3. modify the amendment provisions of the Pooling Agreement or the definitions of “Accepted ServicingPractices,” “Freddie Mac Servicing Practices” or “Servicing Standard” without the consent of the holdersof all certificates then outstanding;

4. modify the obligation of the Guarantor to guarantee the offered certificates;

5. significantly change the activities of the issuing entity, without the consent of holders of certificatesentitled to not less than 662/3% of the voting rights (not taking into account certificates held by thedepositor or any of its affiliates or agents or Freddie Mac); or

6. adversely affect in any material respect the interests of any third party beneficiary to the PoolingAgreement without the consent of such third party beneficiary.

The Pooling Agreement provides that any amendments made to it must be accompanied by an opinion ofcounsel stating that the amendment will not adversely affect the partnership status for federal income tax purposes ofthe applicable portion of the Trust created under the Pooling Agreement.

CERTAIN FEDERAL INCOME TAX CONSEQUENCES

Any discussion of the federal tax issues set forth in this offering circular supplement and the accompanyingOffering Circular was written to support the promotion and marketing of the transactions described herein. Suchdiscussion was not intended or written to be used, and it cannot be used, by any person for the purpose of avoidingany tax penalties that may be imposed on such person. Each investor should seek advice based on its particularcircumstances from an independent tax advisor.

Dechert LLP, special tax counsel for the issuance of this series of certificates, will provide the opinionsattributed to special tax counsel in this offering circular supplement and the accompanying offering circular, subjectto certain assumptions and limitations, including those described in this offering circular supplement.

Bond counsel for each of the TELs has rendered an opinion that interest on such TELs will be excludable fromthe gross income of owners of such TELs for federal income tax purposes. A portion of the Trust will be treated asa partnership that owns the TELs, and the holders of the offered certificates will be treated as partners in thepartnership for federal income tax purposes. The holders of the offered certificates will be allocated their respectiveshares of tax-exempt interest accrued and expenses and fees incurred by the partnership for federal income taxpurposes. With respect to any distribution date and related accrual period, and to the extent tax-exempt interestaccrues on the TELs, interest payments to holders of the offered certificates (including any Guarantor Payments)will represent tax-exempt interest excludable from gross income for federal income tax purposes up to the amount ofsuch interest payment minus any Taxable Guarantor Payment (discussed below) made on such class of offeredcertificates on such distribution date.

Because a portion of the tax-exempt interest allocated to holders of the offered certificates will be used to payexpenses and fees of the issuing entity, the amount of tax-exempt interest allocated and reported to holders of theoffered certificates is expected to exceed the amount of tax-exempt interest that will be paid to holders of the offeredcertificates, and a portion of those expenses and fees will be allocated and reported to the holders of the offered

201

certificates. Those expenses and fees allocable to tax-exempt interest will not be deductible for federal income taxpurposes by individuals and other non-corporate holders of offered certificates. See “Certain Federal Income TaxConsequences—Additional Federal Income Tax Considerations—Disallowance of Interest and Other Expenses” inthe accompanying Offering Circular.

A portion of the payments on the class A certificates may represent the right to receive Taxable GuarantorPayments. Taxable Guarantor Payments will not be treated as interest for federal income tax purposes, but will betreated as received in respect of a separate contractual arrangement that will be treated as a notional principalcontract for federal income tax purposes, and income with respect to such contract will not be excludable from grossincome. The holders of the class A certificates will be treated by the issuing entity as having paid, in the aggregate,a premium of $12,493,857 for the notional principal contract entitling them to receive Taxable Guarantor Payments.

To the extent holders of certificates receive a portion of any Static Prepayment Premiums or Yield MaintenanceCharges collected in respect of any of the underlying mortgage loans, such amounts will be treated as taxable gainand will not be treated as tax-exempt interest.

Interest on the applicable TELs is not a specific tax preference for purposes of the federal alternative minimumtax on individuals and corporations, and such interest is not included in adjusted current earnings in calculating thefederal alternative minimum taxable income of certain corporations.

A Monthly Closing Election will be made with respect to the certificates, Partnership Factors will not apply,and a Section 761 Election will not be made with respect to the certificates or the issuing entity. The issuing entitywill treat all of the TELs as having been acquired with market discount. It is expected that a portion of the purchaseprice for the class A certificates that is attributable to the acquisition of an interest in the partnership will be less thanthe share of the principal balance of the TELs allocated to the class A certificates. Gain, if any, recognized upon adisposition or retirement of a TEL, including receipt of principal payments on a TEL, will not be exempt fromfederal income tax, and will be characterized as ordinary income to a holder of a class A certificate to the extent ofthat holder’s allocable share of market discount on the TELs that has economically accrued.

See “Certain Federal Income Tax Consequences” in the accompanying Offering Circular for more informationregarding the federal income tax consequences of an investment in the certificates.

DUE TO THE COMPLEXITY OF THESE RULES AND THE CURRENT UNCERTAINTY AS TO THEMANNER OF THEIR APPLICATION TO THE ISSUING ENTITY AND CERTIFICATEHOLDERS, IT ISPARTICULARLY IMPORTANT THAT POTENTIAL INVESTORS CONSULT THEIR OWN TAX ADVISORSREGARDING THE TAX TREATMENT OF THEIR ACQUISITION, OWNERSHIP AND DISPOSITION OFTHE CERTIFICATES.

STATE AND OTHER TAX CONSIDERATIONS

In addition to the federal income tax consequences described in “Certain Federal Income Tax Consequences,”potential investors should consider the state, local and other income tax consequences of the acquisition, ownership,and disposition of the certificates. State and local income tax law may differ substantially from the correspondingfederal law, and this discussion does not purport to describe any aspect of the income tax laws of any state, local orother jurisdiction. Therefore, potential investors should consult their own tax advisors with respect to the various taxconsequences of investments in the certificates.

ERISA CONSIDERATIONS

General

If you are the fiduciary of an “employee benefit plan” as defined in Section 3(3) of ERISA that is subject to thefiduciary responsibility provisions of Title I of ERISA or a “plan” as defined in and subject to Section 4975 of theCode (each of these, a “Plan”) or an entity whose underlying assets are deemed to be plan assets under U.S.Department of Labor regulation 29 C.F.R. Section 2510.3-101, as modified by Section 3(42) of ERISA (the “PlanAsset Regulations”) by reason of investment in the entity by one or more Plans, or otherwise a “benefit plan

202

investor” as defined in the Plan Asset Regulations (collectively, a “Benefit Plan Investor”), you will not be permittedto acquire offered certificates, and each investor in offered certificates will be required or deemed to represent that itis not, and is not acting on behalf of, a Benefit Plan Investor. If you are, or are acting on behalf of, a plan that issubject to federal, state or local law which is to a material extent similar to Section 406 of ERISA or Section 4975 ofthe Code (“Similar Law”), you should carefully review with your legal advisors whether the acquisition or holdingof an offered certificate would be a non-exempt violation of Similar Law.

If a Plan were to acquire an offered certificate, the assets in the issuing entity would be deemed to be assets ofthe investing Plan, unless certain exceptions apply. However, we cannot predict in advance, nor can there be anycontinuing assurance, whether any of those exceptions may be applicable because of the factual nature of the rulesset forth in the Plan Asset Regulations describing what constitutes the assets of a Plan. For example, one of theexceptions in the Plan Asset Regulations states that the underlying assets of an entity will not be considered “planassets” if less than 25% of the value of each class of equity interests is held by Benefit Plan Investors. Thisexception is tested, however, immediately after each acquisition or disposition of an offered certificate, whetherupon initial issuance or in the secondary market.

Further, the offered certificates will not satisfy the requirements of the so-called “underwriter exemptions”. Asa result, the relief offered by the underwriter exemptions will not be available for Plans seeking to invest in theoffered certificates. In addition, the offered certificates will not meet the requirements of Section III of ProhibitedTransaction Class Exemption 95-60, governing investments by insurance company general accounts. In addition,the offered certificates will not constitute “guaranteed governmental mortgage pool certificates” under the PlanAsset Regulations. Consequently, the acquisition or holding of the offered certificates by a Plan may result in non-exempt prohibited transactions and the imposition of excise taxes and/or civil penalties. Accordingly, the offeredcertificates may not be acquired by, on behalf of, or with assets of any Benefit Plan Investor.

Exempt Plan

A governmental plan as defined in Section 3(32) of ERISA, a church plan as defined in Section 3(33) of ERISAand with respect to which no election has been made under Section 410(d) of the Code, a non-U.S. plan described inSection 4(b)(4) of ERISA, and certain other employee benefit plans and arrangements are not subject to ERISA orCode Section 4975. However, such plans may be subject to Similar Law or other legal restrictions. A fiduciary ofany such plan should make its own determination as to the need for and the availability of any exemptive reliefunder Similar Law or other law.

LEGAL INVESTMENT

No class of the offered certificates will constitute “mortgage related securities” for purposes of the SMMEA.The appropriate characterization of the certificates under various legal investment restrictions, and thus the ability ofinvestors subject to these restrictions to purchase the certificates, are subject to significant interpretive uncertainties.No representations are made as to the proper characterization of the certificates for legal investment, financialinstitution regulatory, or other purposes, or as to the ability of particular investors to purchase the certificates underapplicable legal investment restrictions. The uncertainties described above (and any unfavorable futuredeterminations concerning the legal investment or financial institution regulatory characteristics of the certificates)may adversely affect the liquidity and market value of the certificates.

Accordingly, all investors whose investment activities are subject to legal investment laws and regulations,regulatory capital requirements, or review by regulatory authorities should consult with their own legal advisors indetermining whether and to what extent the certificates will constitute legal investments for them or are subject toinvestment, capital, or other regulatory restrictions.

USE OF PROCEEDS

We will use the net proceeds from the sale of the offered certificates to pay part of the purchase price of theTELs.

203

PLAN OF DISTRIBUTION

Under an agreement between the depositor and the placement agents, the placement agents have agreed topurchase any of the certificates not placed with third parties for resale to us. Our agreement with the placementagents provides that we will indemnify them against certain liabilities.

LEGAL MATTERS

The validity of the offered certificates and certain federal income tax matters will be passed on for us byDechert LLP. Certain legal matters will be passed upon for the placement agents by Cadwalader, Wickersham &Taft LLP.

RATINGS

It is a condition to the issuance of the certificates that the class A certificates (sometimes referred to in thisoffering circular supplement as the “rated certificates”) receive the following rating from Moody’s:

Class of CertificatesRating

Moody’s*

Class A .................................................. Aaa(sf)

* Moody’s has informed us that the “sf” designation in the rating represents anidentifier of structured finance product ratings. For additional information about thisidentifier, prospective investors can go to www.moodys.com. Freddie Mac has notverified and does not adopt or accept responsibility for any statements made byMoody’s on its website.

The assigned rating will be subject to ongoing monitoring, upgrades, downgrades, withdrawals and surveillanceby the Rating Agency after the date of issuance of such certificates. Although the depositor will prepay fees forongoing ratings surveillance by the Rating Agency, the depositor has no obligation or ability to ensure that theRating Agency performs rating surveillance. In addition, the Rating Agency may cease rating surveillance if theinformation furnished to the Rating Agency is insufficient to allow it to perform rating surveillance.

The rating addresses the likelihood of the timely receipt of distributions of interest to which the holders of therated certificates are entitled and the ultimate distribution of principal by the Assumed Final Distribution Date. Therating of the rated certificates should be evaluated independently from similar ratings on other types of securities.The rating is not a recommendation to buy, sell or hold securities, a measure of asset value or an indication of thesuitability of an investment and may be subject to revision or withdrawal at any time by the Rating Agency.

In addition, the rating does not address: (i) the likelihood, timing, or frequency of prepayments (both voluntaryand involuntary) and their impact on interest payments or the degree to which such prepayments might differ fromthose originally anticipated, (ii) the possibility that a certificateholder might suffer a lower than anticipated yield,(iii) the likelihood of receipt of prepayment charges, assumption fees, prepayment premiums, yield maintenancecharges, prepayment fees or penalties, Default Interest or post-anticipated redistribution date additional interest, (iv)the likelihood of experiencing prepayment interest shortfalls, an assessment of whether or to what extent the interestpayable on the rated certificates may be reduced in connection with any prepayment interest shortfalls, or ofreceiving compensating interest payments, (v) the tax treatment of the rated certificates or the effect of taxes on thepayments received, (vi) the likelihood or willingness of the parties to the respective documents to meet theircontractual obligations or the likelihood or willingness of any party or court to enforce, or hold enforceable, thedocuments in whole or in part, (vii) an assessment of the yield to maturity that investors may experience, (viii) thelikelihood, timing or receipt of any payments of interest to the holders of the rated certificates resulting from anincrease in the interest rate on any underlying mortgage loan in connection with a mortgage loan modification,waiver or amendment or (ix) other non-credit risks, including, without limitation, market risks or liquidity.

The rating takes into consideration the Freddie Mac Guarantee. The rating does not take into consideration thecredit quality of the TELs, the underlying mortgage loans and the mortgaged real properties, structural and legalaspects associated with the rated certificates, certain credit risks and the extent to which payments on the TELs are

204

adequate to make payments required with respect to the rated certificates. Additionally, as noted above, the ratingdoes not represent an assessment of the likelihood, timing or frequency of principal prepayments (both voluntaryand involuntary) by TEL borrowers or the underlying borrowers, or the degree to which such prepayments mightdiffer from those originally anticipated. The rating does not address nor are they an assessment of the yield tomaturity that investors may experience.

Freddie Mac has not verified, adopted nor accepts responsibility for any statements made by the Rating Agencyon its website.

Other NRSROs that we have not engaged to rate the rated certificates may issue unsolicited credit ratings onone or more classes of certificates, relying on information they receive pursuant to Rule 17g-5 or otherwise. If anysuch unsolicited ratings are issued, we cannot assure you that they will not be different from the rating assigned bythe Rating Agency, and if lower than the Rating Agency’s rating, whether such unsolicited ratings will have anadverse impact on the liquidity, market value and regulatory characteristics of such certificates. In addition, a ratingof the rated certificates below an investment grade by the Rating Agency or another NRSRO, whether initially or asa result of a ratings downgrade, could affect the ability of certain investors to purchase or retain that class. Further,a determination by the SEC that the Rating Agency no longer qualifies as an NRSRO or is no longer qualified to ratethe rated certificates, could adversely impact the liquidity, market value and regulatory characteristics of the ratedcertificates. See “Risk Factors—Risks Related to the Offered Certificates—Future Events Could Have an AdverseImpact on the Rating Assigned to the Rated Certificates” and “Risk Factors—Risks Related to the OfferedCertificates—Rating Agency Feedback” in this offering circular supplement.

The class X and B certificates will not be rated by the Rating Agency or another NRSRO (unless an NRSROissues an unsolicited rating), which may adversely affect the ability of an investor to purchase or retain, or otherwiseimpact the liquidity, market value and regulatory characteristics of such classes.

205

GLOSSARY

The following capitalized terms will have the respective meanings assigned to them in this “Glossary” sectionwhenever they are used in this offering circular supplement, including in any of the exhibits to this offering circularsupplement.

“30/360 Basis” means the accrual of interest based on a 360-day year consisting of 12 months each consistingof 30 days.

“Accepted Servicing Practices” means servicing and administering the TELs, underlying mortgages loansand/or REO Properties:

(i) (a) in the same manner in which, and with the same care, skill, prudence and diligence with which themaster servicer or the special servicer, as the case may be, services and administers similar mortgageloans for other third party portfolios, giving due consideration to the customary and usual standards ofpractice of prudent institutional commercial and multifamily mortgage loan servicers servicing mortgageloans for third parties, which includes for purposes of this clause (a), Freddie Mac Servicing Practicesand (b) with the same care, skill, prudence and diligence with which the master servicer or the specialservicer, as the case may be, services and administers similar commercial and multifamily mortgageloans owned by it, whichever is higher;

(ii) with a view to the timely collection of all scheduled payments of principal and interest under the TELsand, in the case of the special servicer, if an underlying mortgage loan comes into and continues indefault and if, in the judgment of the special servicer, no satisfactory arrangements can be made for thecollection of the delinquent payments, the maximization of the recovery on that underlying mortgageloan to the certificateholders (as a collective whole), on a net present value basis; but

(iii) without regard to—

(a) any relationship that the master servicer or the special servicer, as the case may be, or any of theiraffiliates may have with the related underlying borrower, the related Governmental Authority, theOriginator, the depositor or any other party to the Pooling Agreement,

(b) the ownership of any certificate or any subordinate debt by the master servicer or the specialservicer, as the case may be, or by any of their affiliates,

(c) the master servicer’s obligation to make advances,

(d) the special servicer’s obligation to request that the master servicer make Servicing Advances,

(e) the right of the master servicer or the special servicer, as the case may be, or any of their affiliates,to receive reimbursement of costs, or the sufficiency of any compensation payable to it, or withrespect to any particular transaction,

(f) any potential conflict of interest arising from the ownership, servicing or management for othersof any other mortgage loans or mortgaged real properties by the master servicer or the specialservicer, as the case may be, or any affiliate of the master servicer or the special servicer, asapplicable,

(g) any obligation of the master servicer (in its capacity as depositor, if applicable) to cure a breach ofa representation or warranty or repurchase the underlying mortgage loan,

(h) any debt extended to the underlying borrower or any of its affiliates by the master servicer or thespecial servicer, as the case may be, or any of their affiliates, or

206

(i) the right of the master servicer or the special servicer, as the case may be, to exercise any purchaseoption as described in “The Pooling Agreement—Termination” in this offering circularsupplement.

Unless otherwise specified in the Pooling Agreement, all net present value calculations and determinationsmade pursuant to the Pooling Agreement with respect to the TELs, the underlying mortgage loans or a mortgagedreal property or REO Property (including for purposes of the definition of Accepted Servicing Practices) will bemade in accordance with the loan documents or, in the event the loan documents are silent, using a discount rateappropriate for the type of cash flows being discounted, namely (a) for principal and interest payments on anunderlying mortgage loan or the sale of a Defaulted TEL, the applicable mortgage interest rate and (b) for all othercash flows, including property cash flow, the “discount rate” set forth in the most recent related appraisal (or updateof such appraisal).

“Actual/360 Basis” means the accrual of interest based on the actual number of days elapsed during eachone-month accrual period in a year assumed to consist of 360 days.

“Actual/Actual Basis” means the accrual of interest based on the actual number of days elapsed during eachone-month accrual period and the actual number of days during each year.

“Additional Issuing Entity Expense” means an expense (other than master servicer surveillance fees, specialservicer surveillance fees, master servicing fees, sub-servicing fees, certificate administrator fees, trustee fees, theGuarantee Fee and CREFC® Intellectual Property Royalty License Fees) of the issuing entity that—

(i) arises out of a default on an underlying mortgage loan or TEL or an otherwise unanticipated eventaffecting the issuing entity, whether or not related to a particular underlying mortgage loan or TEL;

(ii) is not covered by a Servicing Advance, a corresponding collection from the related underlying borroweror indemnification from another person; and

(iii) to the extent that it is allocable to a particular underlying mortgage loan or TEL, is not covered by latepayment charges or Default Interest collected on that underlying mortgage loan or TEL.

We provide some examples of Additional Issuing Entity Expenses under “Description of the Certificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and Additional Issuing EntityExpenses” in this offering circular supplement.

“Affiliated Borrower Loan” means any underlying mortgage loan with respect to which the directingcertificateholder, any of its managing members or any of its affiliates becomes or is the related underlying borrower(or any proposed replacement underlying borrower) or any Restricted Mezzanine Holder or any such party becomesaware that the directing certificateholder, any of its managing members or any of its affiliates is an affiliate of anyunderlying borrower (or any proposed replacement underlying borrower) or any Restricted Mezzanine Holder.

“Affiliated Borrower Loan Directing Certificateholder” means the special servicer or, if the related AffiliatedBorrower Loan is also an Affiliated Borrower Special Servicer Loan, the Affiliated Borrower Special Servicer.

“Affiliated Borrower Loan Event” means an event that will exist with respect to any underlying mortgage loanif at any time the directing certificateholder, any of its managing members or any of its affiliates becomes or is therelated underlying borrower (or any proposed replacement underlying borrower) or any Restricted MezzanineHolder or becomes aware that the directing certificateholder, any of its managing members or any of its affiliates isan affiliate of the related underlying borrower (or any proposed replacement underlying borrower) or any RestrictedMezzanine Holder. As of the Closing Date, Affiliated Borrower Loan Events are expected to exist with respect tothe Initial Directing Certificateholder and the underlying mortgage loans secured by the mortgaged real propertiesidentified on Exhibit A-1 as “Morh I,” “Peterson Plaza,” “Oak Center I,” “Crossroads Of New Brighton” and“Crossroads Of Edina.”

“Affiliated Borrower Special Servicer” means the successor to the resigning special servicer for the relatedAffiliated Borrower Special Servicer Loan, which successor is appointed in accordance with the requirements set

207

forth under “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of ServicingDuties—Removal of the Master Servicer, the Special Servicer and any Sub-Servicer” in this offering circularsupplement.

“Affiliated Borrower Special Servicer Loan” means any underlying mortgage loan with respect to which anAffiliated Borrower Special Servicer Loan Event has occurred and is continuing. As of the Closing Date, there is noAffiliated Borrower Special Servicer Loan.

“Affiliated Borrower Special Servicer Loan Event” means an event that will exist with respect to anyunderlying mortgage loan if at any time the special servicer obtains knowledge that the special servicer, any of itsmanaging members or any of its affiliates (i) becomes, intends to become or is the related underlying borrower (or aproposed replacement underlying borrower) or a Restricted Mezzanine Holder, (ii) becomes aware that the specialservicer, any of its managing members or any of its affiliates is or intends to become an affiliate of the relatedunderlying borrower (or affiliate of the proposed replacement underlying borrower) or a Restricted MezzanineHolder or (iii) becomes or intends to become the owner of a direct or indirect interest in the related underlyingborrower (including a security interest (but not including a mezzanine loan unless the special servicer is a RestrictedMezzanine Holder) or preferred equity or participation interest) or in the related mortgaged real property (includingany lien on such mortgaged real property). As of the Closing Date, no Affiliated Borrower Special Servicer LoanEvent is expected to exist.

“Aggregate Annual Cap” means, with respect to any Third Party Master Servicer and certain indemnified sub-servicers, the Master Servicer Aggregate Annual Cap; with respect to the special servicer, the Special ServicerAggregate Annual Cap; with respect to the trustee, the Trustee Aggregate Annual Cap; with respect to the certificateadministrator and the custodian, the Certificate Administrator/Custodian Aggregate Annual Cap; and with respect tothe depositor, the Depositor Aggregate Annual Cap; provided, that if the same person or entity is the trustee and thecertificate administrator/custodian, Aggregate Annual Cap will refer to the Trustee/CertificateAdministrator/Custodian Aggregate Annual Cap, and not the Trustee Aggregate Annual Cap or the CertificateAdministrator/Custodian Aggregate Annual Cap.

“Aggregate Annual Cap Termination Date” means the earlier to occur of (i) the determination date in May 2032and (ii) any determination date on which the master servicer determines that the aggregate amount of UnreimbursedIndemnification Expenses (with interest on such amounts) and other outstanding Servicing Advances (with intereston such amounts), P&I Advances (with interest on such amounts), nonrecoverable advances (with interest on suchamounts), Workout-Delayed Reimbursement Amounts (with interest on such amounts) and Additional IssuingEntity Expenses (excluding special servicing fees, liquidation fees and workout fees) equals or exceeds an amountequal to 50% of the outstanding principal balance of the mortgage pool on such determination date (after theapplication of all payments of principal and/or interest collected during the related Collection Period).

“Appraisal Reduction Amount” means, for any distribution date and for any TEL and underlying mortgage loanas to which any Appraisal Reduction Event has occurred, subject to the discussion under “The Pooling Agreement—Required Appraisals” in this offering circular supplement, an amount equal to the excess, if any, of (i) the StatedPrincipal Balance of the TEL and underlying mortgage loan over (ii) the excess, if any, of (a) the sum of (1) 90% ofthe appraised value of the related mortgaged real property as determined (A) by one or more independent MAIappraisals with respect to any TEL and underlying mortgage loan with an outstanding principal balance greater thanor equal to $2,000,000 (the costs of which will be required to be paid by the master servicer as a Servicing Advance)or (B) by an independent MAI appraisal (or an update of a prior appraisal) or an internal valuation performed by thespecial servicer with respect to any TEL and underlying mortgage loan with an outstanding principal balance lessthan $2,000,000, in the case of either (A) or (B), as such appraisal or internal valuation may be adjusted downwardby the special servicer in accordance with the Servicing Standard, without implying any duty to do so, based on thespecial servicer’s review of such appraisal, internal valuation or such other information as the special servicer deemsrelevant, plus (2) any letter of credit, reserve, escrow or similar amount held by the master servicer which may beapplied to payments on the TEL and underlying mortgage loan over (b) the sum of (1) to the extent not previouslyadvanced by the master servicer or the trustee, all unpaid interest on the TEL and underlying mortgage loan at a perannum rate equal to its mortgage interest rate, (2) all unreimbursed advances in respect of the TEL and underlyingmortgage loan and interest on such amounts at the Prime Rate and (3) all currently due and unpaid real estate taxesand assessments, insurance policy premiums, ground rents and all other amounts due and unpaid with respect to the

208

TEL and underlying mortgage loan (which taxes, assessments, premiums, ground rents and other amounts have notbeen subject to an advance by the master servicer or the trustee and/or for which funds have not been escrowed).

“Appraisal Reduction Event” means, with respect to any TEL and underlying mortgage loan, the earliest of anyof the following events—

(i) 120 days after an uncured delinquency (without regard to the application of any grace period) occurs inrespect of a TEL and underlying mortgage loan (except that with respect to a balloon paymentdelinquency, an Appraisal Reduction Event will not be deemed to occur until the TEL and underlyingmortgage loan becomes a Specially Serviced Mortgage Loan);

(ii) the date on which a reduction in the amount of monthly payments on a TEL and underlying mortgageloan, or a change in any other material economic term of the TEL and underlying mortgage loan (otherthan an extension of its scheduled maturity date for a period of six months or less), becomes effective asa result of a modification of such TEL and underlying mortgage loan by the special servicer;

(iii) 60 days after a receiver or liquidator has been appointed for the related underlying borrower orimmediately after a receiver has been appointed for the related mortgaged real property;

(iv) 30 days after an underlying borrower declares bankruptcy;

(v) 60 days after the underlying borrower becomes the subject of an undischarged and unstayed decree ororder for a bankruptcy proceeding; and

(vi) immediately after a mortgaged real property becomes an REO Property;

provided, however, that there will be no reduction in any advance for delinquent monthly debt service payments ifan Appraisal Reduction Event occurs at any time after the outstanding certificate balance of the class B certificateshas been reduced to zero.

“Appraised Value” means, for any mortgaged real property securing an underlying mortgage loan, the “as is”value estimate reflected in the most recent appraisal obtained by or otherwise in the possession of the relatedGovernmental Authority or Originator, except as described in Exhibit A-1 and/or the related footnotes as to anyunderlying mortgage loan with an “as-stabilized” value, which value is estimated assuming satisfaction of projectedre-tenanting or increased tenant occupancy conditions, or with an “as-proposed” value, an “as-renovated” value, oran “as-rehabbed” value, each of which values is estimated assuming certain renovations are completed.

In general, the amount of costs assumed by the appraiser for these purposes is based on—

(i) an estimate by the individual appraiser;

(ii) an estimate by the related underlying borrower;

(iii) the estimate set forth in the property condition assessment conducted in connection with the originationof the related underlying mortgage loan; or

(iv) a combination of these estimates.

“Approved Directing Certificateholder” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Approved Directing Certificateholder Criteria” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Asset Status Report” means the report designated as such and described under, “The Pooling Agreement—Realization Upon Mortgage Loans—Asset Status Report” in this offering circular supplement.

209

“Assumed Final Distribution Date” means, with respect to any class of certificates, the date set forth for suchclass in the table on page 7.

“Available Distribution Amount” means, with respect to any distribution date, amounts on deposit in thedistribution account available to make distributions on the certificates on that date, generally equal to (i) the sum of(a) the aggregate amount received on or with respect to the TELs and any related REO Properties on or prior to therelated determination date, (b) the aggregate amount of revenues and other proceeds derived from REO Properties(net of amounts necessary for the proper operation, management, leasing, maintenance and disposition of such REOProperties) for such distribution date, (c) the aggregate amount of any P&I Advances, which P&I Advances will notinclude any master servicing fees, sub-servicing fees, master servicer surveillance fees and special servicersurveillance fees, made by the master servicer and/or the trustee, as applicable, for such distribution date, (d) anypayments made by the master servicer to cover Prepayment Interest Shortfalls incurred during the related CollectionPeriod, and (e) excess liquidation proceeds (but only to the extent that the Available Distribution Amount for suchdistribution date would be less than the amount distributable to the certificateholders on such distribution date),minus (ii)(a) all collected monthly payments due after the end of the related Collection Period, (b) all amountspayable or reimbursable from the collection account and the distribution account pursuant to the terms of thePooling Agreement for the payment of certain expenses, fees and indemnities, (c) all Yield Maintenance Chargesand Static Prepayment Premiums, (d) all amounts deposited in the collection account in error, (e) any net interest ornet investment income on funds in the collection account, any REO account or Permitted Investments, and (f) excessliquidation proceeds.

The certificate administrator will apply the Available Distribution Amount as described under “Description ofthe Certificates—Distributions” in this offering circular supplement to pay principal and accrued interest on thecertificates on that date.

“B-Piece Buyer” means any anticipated initial investor in the class B certificates.

“Balloon Guarantor Payment” means, with respect to any distribution date and the class A certificates, theamount of additional principal that would have been distributed to the class A certificates if the PrincipalDistribution Amount had been increased by an amount equal to the aggregate amount of the Stated PrincipalBalance of each underlying Balloon Loan that reached its scheduled maturity date (without giving effect to anyacceleration of principal of such underlying Balloon Loan by reason of a default and without regard to any graceperiod permitted by the related note or any modifications, waivers or amendments granted by the master servicer orthe special servicer after the Closing Date) during the related Collection Period but as to which the relatedunderlying borrower failed to pay the entire outstanding principal balance of the underlying Balloon Loan, includingthe balloon payment by the end of such Collection Period (and with respect to which no final recovery determinationhas been made prior to its scheduled maturity date); such aggregate amount not to exceed the total outstandingprincipal balance of the class A certificates, as reduced by the Principal Distribution Amount to be applied inreduction of the outstanding principal balance of the class A certificates on such distribution date.

“Balloon Loan” means any TEL and underlying mortgage loan whose principal balance is not scheduled to befully amortized by the underlying mortgage loan’s scheduled maturity date and thus requires a payment at suchscheduled maturity date larger than the regular monthly debt service payment due on such underlying mortgageloan.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“BBA” means The British Bankers’ Association.

“Business Day” means any day other than a Saturday, a Sunday or any day on which banking institutions in theCity and State of New York, the Commonwealth of Virginia, the Commonwealth of Pennsylvania, the States ofKansas, North Carolina or Ohio or in the cities in which the principal offices of Freddie Mac, the certificateadministrator, the custodian, the master servicer or the special servicer are located or the city in which the corporatetrust office of the trustee is located, are authorized or obligated by law, executive order or governmental decree toremain closed.

210

“Calculation Agent” means, for so long as any of the class A certificates remain outstanding, an agent appointedto calculate LIBOR in respect of each Interest Accrual Period for the class A certificates. The certificateadministrator will be the initial Calculation Agent for purposes of determining LIBOR for each Interest AccrualPeriod for the class A certificates.

“CERCLA” means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, asamended.

“Certificate Administrator/Custodian Aggregate Annual Cap” means $300,000 per calendar year in theaggregate with respect to the certificate administrator and the custodian.

“Citibank” means Citibank, N.A., a national banking association, and its successors-in-interest.

“Class Final Guarantor Payment” means any payment made by the Guarantor in respect of clause (iv) of thedefinition of “Deficiency Amount”.

“Closing Date” means the date of initial issuance for the certificates, which will be on or about November 28,2017.

“CMBS” means commercial and multifamily mortgage-backed securities.

“Code” means the Internal Revenue Code of 1986, as amended.

“Collection Period” means, with respect to any distribution date for the certificates, the related periodcommencing immediately following the determination date in the calendar month preceding the month in whichsuch distribution date occurs and ending on and including the determination date in the calendar month in whichsuch distribution date occurs, or, with respect to the first distribution date for the certificates, the period commencingon the Cut-off Date and ending on and including the determination date in December 2017.

“Consent Actions” has the meaning assigned to such term under “The Pooling Agreement—Realization UponMortgage Loans—Asset Status Report” in this offering circular supplement.

“Conservator” means FHFA, in its capacity as Freddie Mac’s conservator.

“Controlling Class” means, as of the Closing Date, the class B certificates, until the outstanding principalbalance of such class is less than 25% of the initial principal balance of such class; and thereafter the class Acertificates. However, if the class B certificates is the only class with an outstanding principal balance, the class Bcertificates will be the Controlling Class.

“Controlling Class Majority Holder” has the meaning assigned to such term under “The Pooling Agreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Controlling Class Majority Holder Rights” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Corrected Mortgage Loan” means any Specially Serviced Mortgage Loan that has become a performingmortgage loan, in accordance with its original term or as modified in accordance with the Pooling Agreement, forthree consecutive monthly payments and that no other Servicing Transfer Event is continuing with respect to suchSpecially Serviced Mortgage Loan and the servicing of which has been returned to the master servicer; provided thatno additional Servicing Transfer Event is foreseeable in the reasonable judgment of the special servicer. For theavoidance of doubt, upon a Specially Serviced Mortgage Loan becoming a Corrected Mortgage Loan, the servicingof the related TEL shall also be returned to the master servicer.

“Cost Approach” means the determination of the value of a mortgaged real property arrived at by adding theestimated value of the land to an estimate of the current replacement cost of the improvements, and then subtractingdepreciation from all sources.

211

“CPR” means an assumed constant rate of prepayments each month, which is expressed on a per annum basis,relative to the then-outstanding principal balance of a pool of mortgage loans for the life of those loans. TheCPR model is the prepayment model that we use in this offering circular supplement.

“CREFC®” means the Commercial Real Estate Finance Council, an international trade organization for thecommercial real estate capital markets.

“CREFC® Intellectual Property Royalty License Fee” means the monthly fee to be paid to CREFC® pursuant tothe Pooling Agreement in an amount equal to the product of (i) the CREFC® Intellectual Property Royalty LicenseFee Rate multiplied by (ii) the outstanding class principal balance of the class B certificates and (iii) 30/360.

“CREFC® Intellectual Property Royalty License Fee Rate” means the rate equal to 0.0005% per annumcomputed on the same basis and in the same manner as interest is computed on the class B certificates.

“CREFC Investor Reporting Package®” means:

(i) the following seven electronic files: (a) CREFC® Loan Setup File, (b) CREFC® Loan Periodic UpdateFile, (c) CREFC® Property File, (d) CREFC® Bond Level File, (e) CREFC® Financial File, (f) CREFC®

Collateral Summary File and (g) CREFC® Special Servicer Loan File;

(ii) the following 11 supplemental reports: (a) CREFC® Delinquent Loan Status Report, (b) CREFC®

Historical Loan Modification/Forbearance and Corrected Mortgage Loan Report, (c) CREFC® HistoricalLiquidation Loss Report, (d) CREFC® REO Status Report, (e) CREFC® Loan Level Reserve/LOCReport, (f) CREFC® Comparative Financial Status Report, (g) CREFC® Servicer Watchlist, (h) CREFC®

Operating Statement Analysis Report, (i) CREFC® NOI Adjustment Worksheet, (j) CREFC®

Reconciliation of Funds Report and (k) the CREFC® Advance Recovery Report; and

(iii) such other reports as CREFC® may designate as part of the “CREFC Investor Reporting Package®” fromtime to time generally; or

(iv) in lieu of (i), (ii) and (iii), such new CREFC Investor Reporting Package® as published by the CREFC®

and consented to by the Approved Directing Certificateholder (if any), Freddie Mac and the masterservicer.

“CREFC® Website” means the website located at “www.crefc.org” or such other primary website as theCREFC® may establish for dissemination of its report forms.

“Cut-off Date” has the meaning assigned to such term under “Summary of Offering Circular Supplement—Transaction Overview” in this offering circular supplement.

“Cut-off Date Balance/Unit” means, with respect to any underlying mortgage loan, the ratio of—

(i) the Cut-off Date Principal Balance of the underlying mortgage loan and any related pari passu loan (ifapplicable), including, for the avoidance of doubt, the TEL GAP Loan, to

(ii) the Total Units at the related mortgaged real property (or, in the case of an underlying mortgage loansecured by multiple mortgaged real properties, the sum of the Total Units at the related mortgaged realproperties).

“Cut-off Date Loan-to-Value Ratio” or “Cut-off Date LTV” means, with respect to any underlying mortgageloan, the ratio of (i) the Cut-off Date Principal Balance of the underlying mortgage loan and any related pari passuloan (if applicable), including, for the avoidance of doubt, the TEL GAP Loan, to (ii) the most recent AppraisedValue of the related mortgaged real property (or, in the case of an underlying mortgage loan secured by multiplemortgaged real properties, the sum of the Appraised Values of the related mortgaged real properties).

“Cut-off Date Principal Balance” or “Cut-off Date Loan Amount” means, with respect to any TEL andunderlying mortgage loan, the outstanding principal balance of such underlying mortgage loan as of the Cut-offDate.

212

“DBRS” means DBRS, Inc., and its successors in interest.

“DCH Pre-Approval” has the meaning assigned to such term under “The Pooling Agreement—RealizationUpon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Default Interest” means any interest that (i) accrues on a Defaulted TEL solely by reason of the subject default;and (ii) is in excess of all interest at the regular mortgage interest rate for the TEL.

“Defaulted Loan” means any underlying mortgage loan (i) that is at least 60 days delinquent in respect of itsmonthly payments, without giving effect to any grace period permitted by the related mortgage, loan agreement ormortgage note, (ii) that is delinquent in respect of its balloon payment, if any, without giving effect to any graceperiod permitted by the related mortgage, loan agreement or mortgage note or (iii) as to which any non-monetaryevent of default occurs that results in the underlying mortgage loan becoming a Specially Serviced Mortgage Loan,provided, however, that no monthly payment (other than a balloon payment) will be deemed delinquent if less than$10 of all amounts due and payable on such underlying mortgage loan has not been received.

“Defaulted TEL Fair Value Purchase Price” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Defaulted TEL” means any TEL (i) that is at least 60 days delinquent in respect of its monthly payments,without giving effect to any grace period permitted by the related mortgage, loan agreement or mortgage note, (ii)that is delinquent in respect of its balloon payment, if any, without giving effect to any grace period permitted by therelated mortgage, loan agreement or mortgage note, (iii) as to which any non-monetary event of default occurs thatresults in the TEL becoming a Specially Serviced Mortgage Loan or (iv) as to which the related underlyingmortgage loan is a Defaulted Loan, provided, however, that no monthly payment (other than a balloon payment) willbe deemed delinquent if less than $10 of all amounts due and payable on such TEL has not been received.

“Deficiency Amount” means, with respect to any distribution date and any class of offered certificates, the sumof (i) the amount, if any, by which the interest payable on such class of offered certificates exceeds the amount ofinterest actually distributed to the holders of such offered certificates on such distribution date, (ii) any BalloonGuarantor Payment for such class of offered certificates, (iii) with respect to the Class A Certificates, the amount, ifany, of Realized Losses (including as a result of Additional Issuing Entity Expenses) allocated to the class Acertificates, and (iv) on the Assumed Final Distribution Date for the class A certificates, the outstanding principalbalance of such class on such Assumed Final Distribution Date (after giving effect to all amounts distributable andallocable to principal on such class but prior to giving effect to any Guarantor Payment including any BalloonGuarantor Payment for such class on such final distribution date).

“Depositor Aggregate Annual Cap” means $300,000 per calendar year.

“Directing Certificateholder Approval Period” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Directing Certificateholder Increased Offer Notice Period” has the meaning assigned to such term under “ThePooling Agreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Directing Certificateholder Notice” has the meaning assigned to such term under “The Pooling Agreement—Realization Upon Mortgage Loans—Directing Certificateholder” in this offering circular supplement.

“Directing Certificateholder Servicing Consultant” has the meaning assigned to such term under “Summary ofOffering Circular Supplement—Relevant Parties/Entities—Special Servicer” in this offering circular supplement.

“Dodd-Frank Act” means The Dodd-Frank Wall Street Reform and Consumer Protection Act.

“EEA” means the European Economic Area.

“ESA” means an environmental site assessment.

213

“Estimated Annual Operating Expenses” means, for each of the mortgaged real properties securing anunderlying mortgage loan, the historical annual operating expenses for the property, adjusted upward or downward,as appropriate, to reflect, among other things, any expense modifications made as discussed below.

For purposes of calculating the Estimated Annual Operating Expenses for any mortgaged real property securingan underlying mortgage loan:

(i) the “historical annual operating expenses” for that property normally consist of historical expenses thatwere generally obtained/estimated—

(a) from operating statements relating to a complete fiscal year of the underlying borrower for theprior three calendar years or a trailing 12-month period ended in one such year,

(b) by annualizing the most recent partial calendar year amount of operating expenses for whichoperating statements were available, with adjustments for some items deemed inappropriate forannualization,

(c) by calculating a stabilized estimate of operating expenses which takes into consideration historicalfinancial statements and material changes in the operating position of the property, such as newlysigned leases and market data, or

(d) if the property was recently constructed, by calculating an estimate of operating expenses based onthe appraisal of the property or market data; and

(ii) the “expense modifications” made to the historical annual operating expenses for that property ofteninclude—

(a) assuming, in most cases, that a management fee, equal to approximately 2.5% to 5.0% of totalrevenues, was payable to the property manager,

(b) adjusting historical expense items upwards or downwards to reflect inflation and/or industrynorms for the particular type of property,

(c) the underwritten recurring replacement reserve amounts, and

(d) adjusting historical expenses downwards by eliminating various items which are considerednon-recurring in nature or which are considered capital improvements, including recurring capitalimprovements.

The amount of any underwritten recurring replacement reserve amounts and/or underwritten leasingcommissions and tenant improvements for each of the mortgaged real properties securing an underlying mortgageloan is shown in the table titled “Engineering Reserves and Recurring Replacement Reserves” on Exhibit A-1. Theunderwritten recurring replacement reserve amounts shown on Exhibit A-1 are expressed as dollars per unit.

By way of example, Estimated Annual Operating Expenses generally include—

(i) salaries and wages;

(ii) the costs or fees of—

(a) utilities,

(b) repairs and maintenance,

(c) replacement reserves,

(d) marketing,

214

(e) insurance,

(f) management,

(g) landscaping,

(h) security, if provided at the property, and

(iii) the amount of taxes, general and administrative expenses and other costs.

Estimated Annual Operating Expenses generally do not reflect, however, any deductions for debt service,depreciation and amortization or capital expenditures or reserves for any of those items, except as described above.

Estimated Annual Operating Expenses for each mortgaged real property are calculated on the basis of numerousassumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual operatingexpenses for such mortgaged real property to differ materially from the Estimated Annual Operating Expenses setforth in this offering circular supplement. Some assumptions and subjective judgments relate to future events,conditions and circumstances, including future expense levels, which will be affected by a variety of complexfactors over which none of the Governmental Authorities, the depositor, the Originator, the master servicer, thespecial servicer, the certificate administrator or the trustee have control. In some cases, the Estimated AnnualOperating Expenses for any mortgaged real property are lower, and may be materially lower, than the annualoperating expenses for that mortgaged real property based on historical operating statements. In determining theEstimated Annual Operating Expenses for a mortgaged real property, the related Governmental Authority in mostcases relied on generally unaudited financial information provided by the respective underlying borrowers. Noassurance can be given with respect to the accuracy of the information provided by any underlying borrowers, or theadequacy of any procedures used by the Governmental Authorities in determining the Estimated Annual OperatingExpenses.

“Estimated Annual Revenues” generally means, for each of the mortgaged real properties securing anunderlying mortgage loan, the base estimated annual revenues for the property, adjusted upward or downward, asappropriate, to reflect any revenue modifications made as discussed below.

For purposes of calculating the Estimated Annual Revenues for any mortgaged real property securing anunderlying mortgage loan:

(i) the “base estimated annual revenues” for that property were generally assumed to equal the annualizedamounts of gross potential rents; and

(ii) the “revenue modifications” made to the base estimated annual revenues for that property ofteninclude—

(a) adjusting the revenues downwards by applying a combined vacancy and rent loss, includingconcessions, adjustment that reflected then current occupancy or, in some cases, a stabilizedoccupancy or, in some cases, an occupancy that was itself adjusted for historical trends or marketrates of occupancy with consideration to competitive properties,

(b) adjusting the revenues upwards to reflect, in the case of some tenants, increases in base rentsscheduled to occur during the following 12 months,

(c) adjusting the revenues upwards for estimated income consisting of, among other items, late fees,laundry income, application fees, cable television fees, storage charges, electrical pass throughs,pet charges, janitorial services, furniture rental and parking fees, and

(d) adjusting the revenues downwards in some instances where rental rates were determined to besignificantly above market rates and the subject space was then currently leased to tenants that didnot have long-term leases or were believed to be unlikely to renew their leases.

215

Estimated Annual Revenues for each mortgaged real property are calculated on the basis of numerousassumptions and subjective judgments, which, if ultimately proven erroneous, could cause the actual revenues forsuch mortgaged real property to differ materially from the Estimated Annual Revenues set forth in this offeringcircular supplement. Some assumptions and subjective judgments relate to future events, conditions andcircumstances, including the re-leasing of vacant space and the continued leasing of occupied spaces, which will beaffected by a variety of complex factors over which none of the Governmental Authorities, the depositor, theOriginator, the master servicer, the special servicer, the certificate administrator or the trustee have control. In somecases, the Estimated Annual Revenues for any mortgaged real property are higher, and may be materially higher,than the annual revenues for that mortgaged real property based on historical operating statements. In determiningthe Estimated Annual Revenues for a mortgaged real property, the related Governmental Authority in most casesrelied on rent rolls and/or generally unaudited financial information provided by the respective underlyingborrowers. No assurance can be given with respect to the accuracy of the information provided by any underlyingborrowers, or the adequacy of any procedures used by the related Governmental Authority in determining theEstimated Annual Revenues.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Value” means the amount that, in the special servicer’s judgment, exercised in accordance with theServicing Standard, and taking into account the factors specified in the Pooling Agreement, is the fair value of aDefaulted TEL.

“Fair Value Notice” has the meaning assigned to such term under “The Pooling Agreement—Realization UponMortgage Loans—Purchase Option” in this offering circular supplement.

“Fair Value Purchase Notice” has the meaning assigned to such term under “The Pooling Agreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Fannie Mae” means the Federal National Mortgage Association.

“FHFA” means the Federal Housing Finance Agency.

“Fidelity Insurance” has the meaning assigned to such term under “The Pooling Agreement—Liability of theServicers” in this offering circular supplement.

“First Offeror” has the meaning assigned to such term under “The Pooling Agreement—Realization UponUnderlying Mortgage Loans—Purchase Option” in this offering circular supplement.

“Freddie Mac” means Federal Home Loan Mortgage Corporation, a corporate instrumentality of the UnitedStates created and existing under Title III of the Emergency Home Finance Act of 1970, as amended, or anysuccessor to it (“FHLMC”), or certain of its affiliates, if any, who assume certain obligations or are assigned certainrights under the Pooling Agreement, as described under “Description of the Depositor and Guarantor—ProposedOperation of Multifamily Mortgage Business on a Stand-Alone Basis” in this offering circular supplement;provided, however, that “Freddie Mac” means FHLMC with respect to its obligations as (i) purchaser and depositorpursuant to the Pooling Agreement and (ii) Guarantor pursuant to the Freddie Mac Guarantee.

“Freddie Mac Act” means Title III of the Emergency Home Finance Act of 1970, as amended.

“Freddie Mac Guarantee” means obligations of the Guarantor as described under “Description of theCertificates—Distributions—Freddie Mac Guarantee” in this offering circular supplement.

“Freddie Mac Increased Offer Notice” has the meaning assigned to such term under “The Pooling Agreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Freddie Mac Increased Offer Notice Period” has the meaning assigned to such term under “The PoolingAgreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Freddie Mac Servicing Practices” means, with regard to the servicing of the TELs, the underlying mortgageloans and/or REO Properties by the master servicer, any sub-servicer or the special servicer, and only to the extent

216

such practices have been made available in writing or communicated in writing by Freddie Mac to the masterservicer, such sub-servicer or the special servicer, as applicable, servicing and administering the TELs and/or REOProperties in the same manner in which, and with the same care, skill, prudence and diligence with which, FreddieMac services and administers multifamily mortgage loans owned by it, which will include, without limitation,servicing and administering the TELs, the underlying mortgage loans and/or REO Properties in accordance with theGuide and any Freddie Mac written policies, procedures or other communications made available in writing byFreddie Mac to the master servicer, such sub-servicer or special servicer, as applicable, including writtencommunications from Freddie Mac as servicing consultant, pursuant to the Pooling Agreement.

“GAAP” means generally accepted accounting principles.

“Governmental Authority” means the State or local governmental obligor or obligors on any related TEL,including any person that has assumed the obligations of the original obligor under the TEL promissory note.

“Guarantee Cap Payment” means, with respect to any distribution date and related Interest Accrual Period, apayment under the Freddie Mac Guarantee equal to the amount, if any, by which the amount of interest accrued onthe outstanding principal balance of the class A certificates exceeds Net Interest Collections.

“Guarantee Fee” means, for any distribution date and with respect to the offered certificates, the fee payable tothe Guarantor in respect of its services as Guarantor, which fee accrues at the Guarantee Fee Rate on a balance equalto the total outstanding principal balance of the class A certificates immediately prior to such distribution date. TheGuarantee Fee will accrue on an Actual/360 Basis and will be based on the number of days in the related InterestAccrual Period for the class A certificates; provided, however, that if on any distribution date, the Guarantor will berequired to make a Taxable Guarantor Payment, the Guarantee Fee will be reduced by an amount equal to the lesserof (a) the Guarantee Fee otherwise payable on such distribution date and (b) the Taxable Guarantor Payment(provided that the Guarantee Fee may not be less than zero).

“Guarantee Fee Rate” means the guarantee fee rate set forth in “Description of the Certificates—Fees andExpenses” in this offering circular supplement.

“Guarantor” means Freddie Mac, in its capacity as the guarantor of the offered certificates.

“Guarantor Payment” means any payment made by the Guarantor in respect of a Deficiency Amount.

“Guarantor Reimbursement Amount” means, with respect to any distribution date and any class of offeredcertificates, the sum of all amounts paid by the Guarantor in respect of Deficiency Amounts for such class of offeredcertificates on such distribution date and on all prior distribution dates, to the extent not previously reimbursed(including from collections in respect of any mortgage loan on which a Balloon Guarantor Payment was made).

“Guarantor Reimbursement Interest Amount” means, with respect to any distribution date and any class ofoffered certificates, interest on any Guarantor Reimbursement Amount (other than with respect to a TimingGuarantor Payment and a Taxable Guarantor Payment) for such class at a per annum rate for each day (calculated ona daily basis) equal to the Prime Rate for such day plus 2.00%, calculated on an Actual/360 Basis.

“Guarantor Timing Reimbursement Amount” means, with respect to any distribution date and the class Acertificates, the portion of any Guarantor Reimbursement Amount related to any Timing Guarantor Payment for theclass A certificates, together with any related Timing Guarantor Interest.

“Guide” means the Freddie Mac Multifamily Seller/Servicer Guide, as amended or supplemented from time totime. To the extent the Freddie Mac Multifamily Seller/Servicer Guide is no longer published by Freddie Mac,either directly or indirectly, “Guide” will refer to any successor guide as prescribed by Freddie Mac, which will beprovided by Freddie Mac upon request if not otherwise reasonably accessible to the parties to the PoolingAgreement; provided, however, that in the event that no successor guide is prescribed by Freddie Mac within 90days of the date on which the Guide is no longer published by Freddie Mac, all references to the “Guide” in thePooling Agreement will be disregarded and the Guide will no longer be applicable. For purposes of the PoolingAgreement, the term “Guide” will not include any form referenced in the Freddie Mac Multifamily Seller/ServicerGuide. Such forms will be applicable at the option of the master servicer, the special servicer or any sub-servicer.

217

“HUD” means United States Department of Housing and Urban Development.

“IBA” means ICE Benchmark Administration Limited, or any successor to it.

“Income Approach” means the determination of the value of a mortgaged real property by using the discountedcash flow method of valuation or by the direct capitalization method. The discounted cash flow analysis is used inorder to measure the return on a real estate investment and to determine the present value of the future incomestream expected to be generated by the mortgaged real property. The future income of the mortgaged real property,as projected over an anticipated holding period, and the resulting net operating incomes or cash flows are thendiscounted to present value using an appropriate discount rate. The direct capitalization method generally convertsan estimate of a single year’s income expectancy, or, in some cases, a hypothetical stabilized single year’s incomeexpectancy, into an indication of value by dividing the income estimate by an appropriate capitalization rate. Anapplicable capitalization method and appropriate capitalization rates are developed for use in computations that leadto an indication of value. In utilizing the Income Approach, the appraiser’s method of determination of grossincome, gross expense and net operating income for the subject property may vary from the method of determiningUnderwritten Net Operating Income for that property, resulting in variances in the related net operating incomevalues.

“Increased Offer Notice” has the meaning assigned to such term under “The Pooling Agreement—RealizationUpon Underlying Mortgage Loans—Purchase Option” in this offering circular supplement.

“Initial Directing Certificateholder” means RFM FREDDIE ML03 LLC, an affiliate of The Related Companies,L.P., and its successors-in-interest.

“Interest Accrual Period” for any Distribution Date means (i) with respect to the class A certificates and the firstDistribution Date, the period commencing on the Closing Date and ending on December 24, 2017, (ii) with respectto the class A certificates and any Distribution Date thereafter, the period commencing on and including the 25thday of the month preceding the month in which such Distribution Date occurs and ending on and including the 24thday of the month in which such Distribution Date occurs and (iii) with respect to the class X certificates, thecalendar month preceding such distribution date.

“Interest Rate Cap Agreements” means the interest rate cap agreements purchased from third-party sellers forthe underlying mortgage loans.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IRS” means the Internal Revenue Service.

“KBRA” means Kroll Bond Rating Agency, Inc. and its successors-in-interest.

“LIBOR” means, for any Interest Accrual Period, the IBA’s one-month London interbank offered rate forUnited States Dollar deposits, as displayed on the LIBOR Index Page, as determined on the related LIBORDetermination Date; provided, however, that, for purposes of the class A certificates, in the event LIBOR withrespect to any Interest Accrual Period is less than zero, LIBOR for such Interest Accrual Period will be deemed to bezero. LIBOR is assumed to be approximately 1.25000% for the Interest Accrual Period relating to the firstDistribution Date for the class A certificates. However, no assurance can be given as to the specific LIBOR rate onthe first LIBOR Determination Date. With respect to each LIBOR Determination Date, LIBOR for the class Acertificates will be determined by the Calculation Agent.

“LIBOR Determination Date” means, with respect to any Interest Accrual Period and the class A certificates,the first day preceding the beginning of such Interest Accrual Period for which LIBOR has been released by theIBA.

“LIBOR Index Page” means the Bloomberg L.P., page “BBAM,” or such other page for LIBOR as may replacepage BBAM on that service, or at the option of the Calculation Agent (i) the applicable page for LIBOR on anotherservice which electronically transmits or displays IBA LIBOR rates, or (ii) any publication of LIBOR rates availablefrom the IBA. In the event the IBA ceases to set or publish a rate for LIBOR, the Calculation Agent will use the

218

industry‐designated alternative index, as confirmed by the Guarantor, and such alternative index will constitute theLIBOR Index Page. If no alternative index is designated, the Calculation Agent will use the alternative index set outin the Guide or in any communications made available in writing by Freddie Mac relating to the index being used atsuch time by Freddie Mac for its multifamily mortgage loans and such alternative index will constitute the LIBORIndex Page; provided that if no such alternative index is set out in the Guide or in any such communications madeavailable in writing by Freddie Mac, the Guarantor will designate an alternative index, and such alternative indexwill constitute the LIBOR Index Page. The Calculation Agent will promptly notify the parties to the Pooling andAgreement of any designation of an alternative index.

“Liquidation Proceeds” means cash amounts (other than income, rents and profits derived from the ownership,operation or leasing of an REO Property) actually received, net of expenses, in connection with (i) the liquidation ofa mortgaged real property or other collateral constituting security for a Defaulted Loan, through trustee’s sale,foreclosure sale, REO disposition or otherwise, exclusive of any portion of cash amounts required to be released tothe related underlying borrower; (ii) the realization upon any deficiency judgment obtained against an underlyingborrower with respect to a Defaulted Loan; (iii) the purchase of a Defaulted TEL by the directing certificateholder(or any assignee or affiliate), Freddie Mac (or any assignee) in accordance with the Pooling Agreement; (iv) therepurchase or replacement of a TEL by or on behalf of the depositor in connection with a defect in any mortgageloan file or a breach of any of its representations and warranties; or (v) the purchase of all of the TELs and REOProperties remaining in the issuing entity by the holders of a majority interest of the Controlling Class (excludingFreddie Mac), the Third Party Master Servicer or the special servicer pursuant to the terms of the PoolingAgreement.

“Marcella Manor TEL and Mortgage Loan” means the TEL and related underlying mortgage loan secured bythe mortgaged real property identified as “Marcella Manor” on Exhibit A-1.

“Master Servicer Aggregate Annual Cap” means $300,000 per calendar year with respect to any Third PartyMaster Servicer and certain indemnified sub-servicers under the Pooling Agreement, collectively.

“Maturity Balance” means, with respect to any underlying mortgage loan, the outstanding principal balance ofthe underlying mortgage loan immediately prior to its maturity, according to the payment schedule for theunderlying mortgage loan and otherwise assuming no prepayments, defaults or extensions.

“Maturity Loan-to-Value Ratio” or “Maturity LTV” means, with respect to any underlying mortgage loan, theratio of (i) the Maturity Balance of the underlying mortgage loan and any related pari passu loan (if applicable),including, for the avoidance of doubt, the TEL GAP Loan, to (ii) the most recent Appraised Value of the relatedmortgaged real property (or, in the case of an underlying mortgage loan secured by multiple mortgaged realproperties, the sum of the Appraised Values of the related mortgaged real properties).

“Midland” means Midland Loan Services, A Division of PNC Bank, National Association, a national bankingassociation, and its successors-in-interest.

“Modeling Assumptions” means, collectively, the following assumptions regarding the certificates and theTELs:

(i) the TELs have the characteristics set forth on Exhibit A-1 and the initial TEL pool balance isapproximately $310,560,704;

(ii) the initial principal balance or notional amount, as the case may be, of each class of certificates is asdescribed in this offering circular supplement;

(iii) the pass-through rate for each interest-bearing class of certificates is as described in this offering circularsupplement;

(iv) LIBOR remains constant at 1.25% and SIFMA remains constant at 1.00%;

(v) there are no delinquencies, modifications or losses with respect to the TELs;

(vi) no underlying mortgage loan is a Specially Serviced Mortgage Loan;

219

(vii) there are no modifications, extensions, waivers or amendments affecting the monthly debt service orballoon payments by the underlying borrowers on the TELs;

(viii) there are no Appraisal Reduction Amounts with respect to the TELs;

(ix) there are no casualties or condemnations affecting the corresponding mortgaged real properties;

(x) each of the TELs provides monthly debt service payments to be due on the first day of each month,regardless of whether the subject date is a business day or not;

(xi) monthly debt service payments on the TELs are timely received on their respective due dates in eachmonth, regardless of whether the subject date is a business day or not;

(xii) no voluntary or involuntary prepayments are received as to any underlying mortgage loan during thatunderlying mortgage loan’s prepayment lockout period, including any contemporaneous defeasanceperiod, Yield Maintenance Period or Static Prepayment Premium Period;

(xiii) except as otherwise assumed in assumption (xii) above, prepayments are made on each of the TELs at theindicated CPRs set forth in the subject tables or other relevant part of this offering circular supplement,without regard to any limitations in those TELs on partial voluntary principal prepayments;

(xiv) all prepayments on the TELs are assumed to be—

(a) accompanied by a full month’s interest, and

(b) received on the applicable due date of the relevant month;

(xv) no person or entity entitled under the Pooling Agreement exercises its right of optional termination asdescribed under “The Pooling Agreement—Termination” in this offering circular supplement;

(xvi) none of the TELs is required to be repurchased or replaced by the Originator or any other person, asdescribed under “Description of the TELs and Underlying Mortgage Loans—Cures, Repurchases andSubstitutions” in this offering circular supplement;

(xvii) the Administration Fee Rate is as set forth on Exhibit A-1 and the only other issuing entity expenses arethe Guarantee Fee and the CREFC® Intellectual Property Royalty License Fee;

(xviii) there are no Additional Issuing Entity Expenses;

(xviv) distributions on the offered certificates are made on the 25th day of each month, commencing inDecember 2017; and

(xx) the offered certificates are settled on an assumed settlement date of November 28, 2017.

“Monthly Closing Election” has the meaning assigned to such term under “Certain Federal Income TaxConsequences—Taxation of Holders—Classification as a Partnership” in the accompanying Offering Circular.

“Moody’s” means Moody’s Investors Service, Inc., and its successors-in-interest.

“Morningstar” means Morningstar Credit Ratings, LLC, and its successors-in-interest.

“Most Recent EGI” generally means, for any mortgaged real property that secures an underlying mortgage loan,the revenues received (effective gross income), or annualized or estimated in some cases, in respect of the propertyfor the 12-month period ended as of the Most Recent Financial End Date, based on the latest available annual or, insome cases, partial-year operating statement and other information furnished by the related underlying borrower. Forpurposes of the foregoing, revenues generally consist of all revenues received in respect of the property, includingrental and other revenues.

220

In determining the Most Recent EGI for any property, the related Governmental Authority may have madeadjustments to the financial information provided by the related underlying borrower similar to those used incalculating the Estimated Annual Revenues for that property.

Most Recent EGI for each mortgaged real property are calculated on the basis of numerous assumptions andsubjective judgments, which, if ultimately proven erroneous, could cause the actual revenues for such mortgagedreal property to differ materially from the Most Recent EGI set forth in this offering circular supplement. Someassumptions and subjective judgments relate to future events, conditions and circumstances, including the re-leasingof vacant space and the continued leasing of occupied spaces, which will be affected by a variety of complex factorsover which none of the related Governmental Authority, the depositor, the Originator, the master servicer, thespecial servicer, the certificate administrator or the trustee have control. In some cases, the Most Recent EGI for anymortgaged real property are higher, and may be materially higher, than the annual revenues for that mortgaged realproperty based on historical operating statements. In determining the Most Recent EGI for a mortgaged realproperty, the related Governmental Authority in most cases relied on rent rolls and/or generally unaudited financialinformation provided by the respective underlying borrowers. No assurance can be given with respect to theaccuracy of the information provided by any underlying borrowers, or the adequacy of any procedures used by therelated Governmental Authority in determining the Most Recent EGI.

“Most Recent Expenses” means, for any mortgaged real property that secures an underlying mortgage loan, theexpenses incurred, or annualized or estimated in some cases, for the property for the 12-month period ended as ofthe most recent operating statement date, based on the latest available annual or, in some cases, partial-yearoperating statement and other information furnished by the related underlying borrower.

Expenses generally consist of all expenses incurred for the property, including—

(i) salaries and wages,

(ii) the costs or fees of—

(a) utilities,

(b) repairs and maintenance,

(c) marketing,

(d) insurance,

(e) management,

(f) landscaping,

(g) security, if provided at the property, and

(iii) the amount of—

(a) real estate taxes,

(b) general and administrative expenses, and

(c) other costs.

For purposes of the foregoing, expenses do not reflect, however, any deductions for debt service, depreciation,amortization or capital expenditures.

In determining the Most Recent Expenses for any property, the related Governmental Authority may have madeadjustments to the financial information provided by the related underlying borrower similar to those used incalculating the Estimated Annual Operating Expenses for that property. Most Recent Expenses for each mortgagedreal property are calculated on the basis of numerous assumptions and subjective judgments, which, if ultimately

221

proven erroneous, could cause the actual operating expenses for such mortgaged real property to differ materiallyfrom the Most Recent Expenses set forth in this offering circular supplement. Some assumptions and subjectivejudgments relate to future events, conditions and circumstances, including future expense levels, which will beaffected by a variety of complex factors over which none of related Governmental Authority, the depositor, theOriginator, the master servicer, the special servicer, the certificate administrator or the trustee have control. In somecases, the Most Recent Expenses for any mortgaged real property are lower, and may be materially lower, than theannual operating expenses for that mortgaged real property based on historical operating statements. In determiningthe Most Recent Expenses for a mortgaged real property, the related Governmental Authority in most cases relied ongenerally unaudited financial information provided by the respective underlying borrowers. No assurance can begiven with respect to the accuracy of the information provided by any underlying borrowers, or the adequacy of anyprocedures used by the related Governmental Authority in determining the Most Recent Expenses.

“Most Recent Financial End Date” means, with respect to each of the TELs, the date indicated on Exhibit A-1as the Most Recent Financial End Date with respect to that mortgage loan. In general, this date is the end date of theperiod covered by the latest available annual or, in some cases, partial-year operating statement for the relatedmortgaged real property.

“Most Recent NCF” or “Most Recent Net Cash Flow” means, with respect to each mortgaged real property thatsecures an underlying mortgage loan, the Most Recent Net Operating Income, less the most recent replacementreserve amounts.

“Most Recent NOI” or “Most Recent Net Operating Income” means, with respect to each of the mortgaged realproperties that secures an underlying mortgage loan, the total cash flow derived from the property that was availablefor annual debt service on the related underlying mortgage loan, calculated as the Most Recent EGI less MostRecent Expenses for that property.

“Net Aggregate Prepayment Interest Shortfall” means, with respect to any distribution date, the excess, if any,of—

(i) the total Prepayment Interest Shortfalls incurred with respect to the mortgage pool during the relatedCollection Period, over

(ii) the sum of (a) the total payments made by the master servicer to cover any Prepayment Interest Shortfallsincurred during the related Collection Period; and (b) the total Prepayment Interest Excesses collectedduring the related Collection Period that are applied to offset Prepayment Interest Shortfalls incurredduring the related Collection Period.

The master servicer will not make payments to cover, or apply Prepayment Interest Excesses received on theTELs to offset, Prepayment Interest Shortfalls incurred with respect to the TELs.

“Net Interest Collections” has the meaning assigned to such term in “Summary of Offering CircularSupplement—Transaction Overview” in this offering circular supplement.

“Net Mortgage Interest Rate” means, with respect to any TEL (or any successor REO Loan), the relatedmortgage interest rate (in the case of the floating rate TEL, SIFMA plus a spread) then in effect reduced by the sumof the annual rates at which the master servicer surveillance fee (if any), the special servicer surveillance fee (if any),the master servicing fee, the sub-servicing fee, the certificate administrator fee and the trustee fee are calculated.

“Net Mortgage Pass Through Rate” means, with respect to any TEL (or any successor REO Loan) that accruesinterest on a 30/360 Basis, for any distribution date, a rate per annum equal to either (i) the Original Net MortgageInterest Rate for such TEL or (ii) if the mortgage interest rate for such TEL is increased in connection with asubsequent modification of such TEL after the Cut-off Date (but, for the avoidance of doubt, not if the mortgageinterest rate is decreased), the Net Mortgage Interest Rate for such TEL; and with respect to any TEL that accruesinterest on an Actual/Actual Basis for any distribution date, a rate per annum equal to 12 times a fraction, expressedas a percentage (a) the numerator of which fraction is the amount of interest accrued on such TEL over the priorcalendar month at its Net Mortgage Interest Rate, and (b) the denominator of which is the Stated Principal Balanceof that TEL immediately preceding that distribution date.

222

“Nonrecoverable Advance” means any Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance orany portion of such Nonrecoverable P&I Advance or Nonrecoverable Servicing Advance.

“Nonrecoverable P&I Advance” has the meaning assigned to such term under “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circular supplement.

“Nonrecoverable Servicing Advance” has the meaning assigned to such term under “The Pooling Agreement—Servicing and Other Compensation and Payment of Expenses—Servicing Advances” in this offering circularsupplement.

“NRSRO” means a nationally recognized statistical rating organization as defined in Section 3(a)(62) of theExchange Act.

“Offered Certificates” means the class A and X certificates.

“Option Price” means the cash price at which any Defaulted TEL may be purchased under the related PurchaseOption, as described under “The Pooling Agreement—Realization Upon Mortgage Loans—Purchase Option” in thisoffering circular supplement.

“Original Net Mortgage Interest Rate” means, with respect to any TEL (or any successor REO Loan), the NetMortgage Interest Rate in effect for such TEL as of the Cut-off Date (or, in the case of any TEL substituted inreplacement of another TEL pursuant to or as contemplated by the Pooling Agreement, as of the date ofsubstitution).

“Originator” means one of Citibank, N.A., Hunt Mortgage Group, Jones Lang LaSalle Multifamily, LLC andPrudential Affordable Mortgage Company, LLC.

“P&I Advance” has the meaning assigned to such term under “Description of the Certificates—Advances ofDelinquent Monthly Debt Service Payments” in this offering circular supplement.

“Par Purchase Notice Period” has the meaning assigned to such term under “The Pooling Agreement—Realization Upon Mortgage Loans—Purchase Option” in this offering circular supplement.

“Partnership Factors” has the meaning assigned to such term under “Certain Federal Income TaxConsequences—State, Local and Foreign Tax Consequences” in the accompanying Offering Circular.

“Permitted Encumbrances” means, with respect to any mortgaged real property securing an underlyingmortgage loan, any and all of the following—

(i) the lien of current real property taxes, water charges, sewer rents and assessments not yet delinquent oraccruing interest or penalties,

(ii) covenants, conditions and restrictions, rights of way, easements and other matters that are of publicrecord,

(iii) exceptions and exclusions specifically referred to in the related lender’s title insurance policy or, if thatpolicy has not yet been issued, referred to in a pro forma title policy or marked-up commitment, which ineither case is binding on the subject title insurance company,

(iv) other matters to which like properties are commonly subject,

(v) the rights of tenants, as tenants only, under leases, including subleases, pertaining to the relatedmortgaged real property, and

(vi) if the subject mortgaged real property is a unit in a condominium, the related condominium declaration.

“Permitted Investments” means the U.S. government securities and other obligations specified in the PoolingAgreement.

223

“Permitted Transfer” means any Requested Transfer as to which the related underlying borrower satisfies(without modification or waiver) all the applicable requirements in the related loan documents, provided that suchsatisfaction is determined without requiring the exercise of lender discretion.

“Placement Agent Entities” means the placement agents for the certificates and their respective affiliates.

“Pooling Agreement” means the pooling and servicing agreement, to be dated as of November 1, 2017, amongFreddie Mac, as depositor, master servicer and guarantor, Midland, as special servicer with respect to the TELs andunderlying mortgage loans other than the Marcella Manor TEL and Mortgage Loan, Wells Fargo, as special servicerwith respect to the Marcella Manor TEL and Mortgage Loan, and U.S. Bank, as trustee, certificate administrator andcustodian.

“Prepayment Assumption” means an assumption that there are no prepayments and no extensions of the TELs.

“Prepayment Interest Excess” means, with respect to any full or partial prepayment of a TEL made by therelated underlying borrower or otherwise in connection with a casualty or condemnation during any CollectionPeriod after the due date for that underlying mortgage loan, the amount of any interest collected on that prepaymentfor the period from and after that due date, less the amount of master servicer surveillance fees (if any), specialservicer surveillance fees (if any), master servicing fees and sub-servicing fees payable from that interest collection,and exclusive of any Default Interest included in that interest collection.

“Prepayment Interest Shortfall” means, with respect to any full or partial prepayment of a TEL mortgage madeby the related underlying borrower that is not accompanied by an amount of interest representing scheduled interestdue on any date or dates in any month or months subsequent to the month of prepayment or otherwise in connectionwith a casualty or condemnation during any Collection Period prior to the due date for that underlying mortgageloan, the amount of any uncollected interest that would have accrued on that prepayment to, but not including, suchdue date, less the amount of master servicer surveillance fees (if any), special servicer surveillance fees (if any),master servicing fees and sub-servicing fees that would have been payable from that uncollected interest, andexclusive of any portion of that uncollected interest that would have been Default Interest.

“Prime Rate” means an annual rate equal to the “prime rate” as published in the “Money Rates” section of TheWall Street Journal (or, if such section or publication is no longer available, such other comparable publication as isdetermined by the certificate administrator in its sole discretion, in consultation with the master servicer) as may bein effect from time to time (or if the “Prime Rate” is not published on any calculation date, then the “Prime Rate” forsuch day will be the most recently published “Prime Rate” prior to such calculation date), or if the “Prime Rate” nolonger exists, such other comparable rate (as determined by the certificate administrator, in its reasonable discretion,in consultation with the master servicer) as may be in effect from time to time. If the certificate administrator andthe master servicer cannot agree on a comparable publication or comparable rate, the certificate administrator willhave the sole right to determine such publication or rate.

“Principal Balance Certificates” means the class A and B certificates.

“Principal Distribution Adjustment Amount” means, with respect to any distribution date, the sum of (i) theamount of any Nonrecoverable Advance that was reimbursed to the master servicer or the trustee since the precedingdistribution date (or since the Closing Date, in the case of the first distribution date), and that was deemed to havebeen so reimbursed out of any collections of principal that would otherwise constitute part of the PrincipalDistribution Amount for such distribution date (as described in this offering circular supplement under “The PoolingAgreement—Servicing and Other Compensation and Payment of Expenses” or “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments,” as applicable), (ii) any Workout-DelayedReimbursement Amount that was reimbursed to the master servicer or the trustee since the preceding distributiondate (or since the Closing Date, in the case of the first distribution date) and that was deemed to have been soreimbursed out of any collections of principal that would otherwise constitute part of the Principal DistributionAmount for such distribution date (as described in this offering circular supplement under “The PoolingAgreement—Servicing and Other Compensation and Payment of Expenses” or “Description of the Certificates—Advances of Delinquent Monthly Debt Service Payments,” as applicable) and (iii) any principal collections for therelated Collection Period used to reimburse Balloon Guarantor Payments or other unreimbursed GuarantorReimbursement Amounts since the preceding distribution date pursuant to the terms of the Pooling Agreement.

224

“Principal Distribution Amount” means:

(i) for any distribution date prior to the final distribution date, an amount equal to the total, withoutduplication, of the following—

(a) all payments of principal, including voluntary principal prepayments, received by or on behalf ofthe issuing entity with respect to the TELs during the related Collection Period, exclusive of anyof those payments that represents a late collection of principal for which an advance waspreviously made for a prior distribution date or that represents a monthly payment of principal dueon or before the Cut-off Date or on a due date for the related underlying mortgage loan subsequentto the end of the related Collection Period,

(b) all monthly payments of principal received by or on behalf of the issuing entity with respect to theTELs prior to, but that are due during, the related Collection Period,

(c) all other collections, including Liquidation Proceeds, condemnation proceeds and insuranceproceeds that were received by or on behalf of the issuing entity with respect to any of the TELs orany related REO Properties during the related Collection Period and that were identified andapplied as recoveries of principal of the subject underlying mortgage loan or, in the case of anREO Property, of the related underlying mortgage loan, in each case net of any portion of theparticular collection that represents a late collection of principal for which an advance of principalwas previously made for a prior distribution date or that represents a monthly payment of principaldue on or before the Cut-off Date, and

(d) all advances of principal made with respect to the TELs for that distribution date; and

(ii) for the final distribution date, an amount equal to the total Stated Principal Balance of the mortgage pooloutstanding immediately prior to that final distribution date.

However, the Principal Distribution Amount will be reduced on any distribution date by an amount equal to thePrincipal Distribution Adjustment Amount calculated with respect to such distribution date. The PrincipalDistribution Amount will be increased on any distribution date by the amount of any recovery occurring during therelated Collection Period of an amount that was previously advanced with respect to any underlying mortgage loan,but only if and to the extent such advance was previously reimbursed from principal collections that wouldotherwise have constituted part of the Principal Distribution Amount for a prior distribution date in a manner thatresulted in a Principal Distribution Adjustment Amount for such prior distribution date. In addition, if any insuranceproceeds, condemnation proceeds or Liquidation Proceeds were received and/or a final recovery determination weremade with respect to any underlying mortgage loan during any particular Collection Period, then the portion of thePrincipal Distribution Amount for the related distribution date that is otherwise allocable to that underlyingmortgage loan will be reduced (to not less than zero) by any special servicing fees or liquidation fees payable inconnection therewith.

“Privileged Person” means each party to the Pooling Agreement, each placement agent, the Rating Agency, anyNRSRO that delivers an NRSRO certification to the 17g-5 information provider in the form required by the PoolingAgreement and, upon receipt by the certificate administrator of an investor certification in the form required by thePooling Agreement, each holder, beneficial owner or prospective purchaser of a certificate. Any Privileged Personthat is an underlying borrower or an affiliate of an underlying borrower, as evidenced by the information set forth inthe investor certification, will only be entitled to limited information as described in “Description of theCertificates—Reports to Certificateholders and Freddie Mac; Available Information” in this offering circularsupplement.

“Purchase Agreement” means the senior preferred stock purchase agreement between FHFA, as conservator ofFreddie Mac, and Treasury.

“Purchase Option” means, with respect to any Defaulted TEL, the purchase option described under “ThePooling Agreement—Realization Upon Mortgage Loans” in this offering circular supplement.

225

“Purchase Price” means, with respect to any TEL if it is to be purchased as contemplated under the PoolingAgreement, a price equal to the outstanding principal balance of such TEL, plus (i) accrued and unpaid interest onsuch TEL through and including the end of the related mortgage interest accrual period in which such purchase ismade (which would include accrued and unpaid master servicer surveillance fees, special servicer surveillance fees,master servicing fees and sub-servicing fees), (ii) related special servicing fees and, if applicable, liquidation feespayable to the special servicer (to the extent accrued and unpaid or previously paid by the issuing entity), (iii) allrelated unreimbursed Servicing Advances or Additional Issuing Entity Expenses, (iv) all related Servicing Advancesthat were previously reimbursed from general collections on the mortgage pool, (v) all accrued and unpaid intereston related Servicing Advances and P&I Advances, (vi) all interest on related Servicing Advances and P&I Advancesthat was previously reimbursed from general collections on the mortgage pool, (vii) solely if such TEL is beingpurchased by the related underlying borrower or an affiliate of such underlying borrower, all Default Interest, latepayment fees, extension fees and similar fees or charges incurred with respect to such TEL and all out-of-pocketexpenses reasonably incurred (whether paid or then owing) by the master servicer, the special servicer, thedepositor, the custodian, the certificate administrator and the trustee in respect of such purchase, including, withoutduplication of any amounts described above in this definition, any expenses incurred prior to such purchase datewith respect to such TEL and (viii) solely if such TEL is being purchased by or on behalf of the depositor pursuantto or as contemplated by the Pooling Agreement, all out-of-pocket expenses reasonably incurred (whether paid orthen owing) by the Third Party Master Servicer, the special servicer, the depositor, the certificate administrator, thecustodian and the trustee in respect of the breach or defect giving rise to the repurchase obligation, including anyexpenses arising out of the enforcement of the repurchase obligation and, without duplication of any amountsdescribed above in this definition, any expenses incurred prior to such purchase date with respect to such TEL;provided that if a Fair Value determination has been made, the Purchase Price must at least equal the Fair Value.

“Qualified Substitute TEL” means a TEL in the same lien position as the deleted TEL that must, on the date ofsubstitution: (i) have an outstanding principal balance, after application of all scheduled payments of principaland/or interest due during or prior to the month of substitution not in excess of the Stated Principal Balance of thedeleted TEL as of the due date in the calendar month during which the substitution occurs; (ii) have a mortgageinterest rate not less than the mortgage interest rate of the deleted TEL; (iii) have the same due date as the deletedTEL; (iv) accrue interest on the same basis as the deleted TEL (for example, on the basis of a 360-day year and theactual number of days elapsed); (v) have a remaining term to stated maturity not greater than, and not more than twoyears less than, the remaining term to stated maturity of the deleted TEL; (vi) have an original loan-to-value rationot higher than that of the deleted TEL and a current loan-to-value ratio not higher than the then currentloan-to-value ratio of the deleted TEL; (vii) materially comply (without waiver or exception) as of the date ofsubstitution with all of the representations and warranties set forth in the applicable purchase agreement; (viii) havean environmental report with respect to the related mortgaged real property that indicates no material adverseenvironmental conditions with respect to the related mortgaged real property and which will be delivered as a part ofthe related mortgage file; (ix) have an original debt service coverage ratio not less than the original debt servicecoverage ratio of the deleted TEL and a current debt service coverage ratio not less than the current debt servicecoverage ratio of the deleted TEL; and (x) not be substituted for a deleted TEL unless the trustee and the certificateadministrator have received prior Rating Agency Confirmation. In the event that one or more TELs are substitutedfor one or more deleted TELs simultaneously, then the amounts described in clause (i) above are required to bedetermined on the basis of aggregate outstanding principal balances and the rates described in clause (ii) above andthe remaining term to stated maturity referred to in clause (v) above will be determined on a weighted average basis.When a Qualified Substitute TEL is substituted for a deleted TEL, the depositor will be required to certify that theTEL meets all of the requirements of the above definition and send the certification to the trustee and the certificateadministrator, which may conclusively rely upon such certification. In addition, an opinion of nationally recognizedbond counsel must be delivered to the effect that the substitution will not adversely affect the exclusion of intereston the Governmental Note from gross income for federal income tax purposes.

“Rating Agency” means Moody’s, or its successors-in-interest.

“Rating Agency Confirmation” means, with respect to any matter and only for so long as the rated certificatesare then rated by the Rating Agency (i) confirmation in writing by the Rating Agency that a proposed action, failureto act or other event specified in the Pooling Agreement will not in and of itself result in the downgrade, withdrawalor qualification of the then-current rating assigned to the rated certificates (if then rated by the Rating Agency) or (ii)a written waiver or other acknowledgment from the Rating Agency indicating its decision not to review the matter

226

for which such confirmation is sought. For the purposes of this definition, any confirmation, waiver, request,acknowledgment or approval which is required to be in writing may be in the form of e-mail, facsimile, pressrelease, posting to its website or other such means then considered industry standard. If a request for a RatingAgency Confirmation has been made to the Rating Agency in accordance with the provisions of the TrustAgreement and, within ten Business Days of such request being sent to the Rating Agency, the Rating Agency hasnot replied to such request, then the person requesting such Rating Agency Confirmation will be required to (a)confirm that the Rating Agency has received the request for Rating Agency Confirmation, and, if the Rating Agencyhas received such request, will be required to promptly request the Rating Agency Confirmation again and (b) ifthere is no response to either such Rating Agency Confirmation request within 5 Business Days of the request madein clause (a) above, or if the Rating Agency has responded in a manner that indicates the Rating Agency is neitherreviewing such request nor waiving the requirement for Rating Agency Confirmation, the requirement to obtain aRating Agency Confirmation with respect to the Rating Agency will be deemed to have been satisfied for purposesof the provisions of the Pooling Agreement. If a request for a Rating Agency Confirmation has been made to theRating Agency in accordance with the provisions of the Pooling Agreement and the Rating Agency has responded ina manner that indicates that the Rating Agency is not waiving the requirement for Rating Agency Confirmation, butis also not reviewing such request, then the requirement to obtain Rating Agency Confirmation with respect to theRating Agency will be deemed to have been satisfied for purposes of the provisions of the Trust Agreement.However, at any time during which none of the classes of certificates is rated by the Rating Agency, no RatingAgency Confirmation will be required from the Rating Agency under the Pooling Agreement.

“Ratings Trigger Event” means, with respect to a Third Party Master Servicer or the special servicer, asapplicable, (a) if on the Closing Date (or in the case of any successor master servicer or special servicer, the date ofappointment), such party is listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer (inthe case of the master servicer) or a U.S. Commercial Mortgage Special Servicer (in the case of the special servicer),and at any time after the Closing Date (or in the case of any successor master servicer or special servicer, the date ofappointment) such party loses its status on such list and such status is not restored within 60 days or (b) if on theClosing Date (or in the case of any successor master servicer or special servicer, the date of appointment) such partyhas a rating by Fitch higher than or equal to “CMS3” or “CSS3,” as applicable, and at any time after the ClosingDate (or in the case of any successor master servicer or special servicer, the date of appointment) such rating dropsto a level lower than “CMS3” or “CSS3,” as applicable, and such party is not reinstated to at least “CMS3” or“CSS3,” as applicable, within 60 days.

“Realized Losses” means the amount by which (i) the aggregate Stated Principal Balance (for purposes of thiscalculation only, (a) giving effect to the amount of any unreimbursed Timing Guarantor Payments and (b) not givingeffect to any reductions of the Stated Principal Balance for payments and other collections of principal on themortgage pool that were used to reimburse any Nonrecoverable Advances and Workout-Delayed ReimbursementAmounts (including any accrued advance interest), other than payments or other collections of principal used toreimburse Nonrecoverable Advances or Workout-Delayed Reimbursement Amounts (including any accruedadvance interest) with respect to TELs and REO Loans as to which a final recovery determination has been made) ofthe mortgage pool expected to be outstanding immediately following such distribution date is less than (ii) theaggregate outstanding principal balance of the Principal Balance Certificates after giving effect to distributions ofprincipal on such distribution date. We discuss the calculation of Realized Losses under “Description of theCertificates—Reductions of Certificate Principal Balances in Connection with Realized Losses and AdditionalIssuing Entity Expenses” in this offering circular supplement.

“Reform Act” means the Federal Housing Finance Regulatory Reform Act.

“Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§ 229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation ashave been provided by the SEC or by the staff of the SEC, or as may be provided by the SEC or its staff from timeto time, in each case, effective as of the compliance dates specified therein.

“Related” has the meaning assigned to such term under “Description of the Related Borrowers” in this offeringcircular supplement.

“Related Borrowers” has the meaning assigned to such term under “Description of the Related Borrowers” inthis offering circular supplement.

227

“Remittance Date” means, with respect to each distribution date, the Business Day prior to such distributiondate.

“REO Loan” means an underlying mortgage loan deemed to be outstanding with respect to an REO Property.

“REO Property” means any mortgaged real property that is acquired on behalf of and in the name of the trusteefor the benefit of the certificateholders through foreclosure, acceptance of a deed-in-lieu of foreclosure or otherwisein accordance with applicable law in connection with the default or imminent default of the related underlyingmortgage loan.

“Requested Transfer” means, with respect to any underlying mortgage loan, a request for the transfer of aninterest in the related mortgaged real property, the related underlying borrower or any designated entity for transfers,as permitted under the loan documents under certain conditions, but not including the creation of any additional lienor other encumbrance on the mortgaged real property or interests in the underlying borrower or any designatedentity for transfers.

“Restricted Mezzanine Holder” means, with respect to an underlying mortgage loan, a holder of a relatedmezzanine loan that has accelerated, or otherwise begun to exercise its remedies with respect to, such mezzanineloan (unless such mezzanine holder is stayed pursuant to a written agreement or court order or as a matter of lawfrom exercising any remedies associated with foreclosure of the related equity collateral under such mezzanineloan).

“Rule” has the meaning assigned to such term under “Description of the Depositor and Guarantor—Credit RiskRetention” in this offering circular supplement.

“Rule 17g-5” means Rule 17g-5 under the Exchange Act.

“S&P” means S&P Global Ratings, and its successors-in-interest.

“Sales Comparison Approach” means a determination of the value of a mortgaged real property based on acomparison of that property to similar properties that have been sold recently or for which listing prices or offeringfigures are known. In connection with that determination, data for generally comparable properties are used andcomparisons are made to demonstrate a probable price at which the subject mortgaged real property would sell ifoffered on the market.

“SEC” means the U.S. Securities and Exchange Commission.

“Section 761 Election” has the meaning assigned to such term under “Certain Federal Income TaxConsequences—Taxation of Holders—Classification as a Partnership” in the accompanying Offering Circular.

“Section 8” means the Section 8 Tenant-Based Assistance Rental Certificate Program of the United StatesDepartment of Housing and Urban Development.

“Servicing Advance” has the meaning assigned to such term under “The Pooling Agreement—Servicing andOther Compensation and Payment of Expenses—Servicing Advances” in this offering circular supplement.

“Servicing Standard” means:

(i) with respect to the TELs and underlying mortgage loans other than REO Loans, REO Properties andSpecially Serviced Mortgage Loans, to the extent not inconsistent with applicable law, the terms of thePooling Agreement or the terms of the respective TELs, underlying mortgage loans or any applicableintercreditor or co-lender and/or similar agreement(s), servicing and administering such TELs andunderlying mortgage loans in accordance with (a) Freddie Mac Servicing Practices or (b) to the extentFreddie Mac Servicing Practices do not provide sufficient guidance or Freddie Mac Servicing Practiceshave not been made available in writing or communicated in writing by Freddie Mac to the masterservicer, the special servicer or the related sub-servicer, as applicable, Accepted Servicing Practices; and

228

(ii) with respect to REO Loans, REO Properties and Specially Serviced Mortgage Loans, to the extent notinconsistent with applicable law, the terms of the Pooling Agreement or the terms of the respective TELs,underlying mortgage loans or any applicable intercreditor or co-lender and/or similar agreement(s),servicing and administrating such TELs and underlying mortgage loans in accordance with AcceptedServicing Practices; provided, however, that for Specially Serviced Mortgage Loans, to the extentconsistent with applicable law, the terms of the Pooling Agreement and the terms of the respective TELsand underlying mortgage loans and any applicable intercreditor or co-lender and/or similar agreement(s),the special servicer or the master servicer may, in its sole discretion, require the applicable underlyingborrower to maintain insurance consistent with either (a) Accepted Servicing Practices or (b) FreddieMac Servicing Practices.

To the extent of any conflict under clause (i) of this definition (1) between Freddie Mac Servicing Practices andAccepted Servicing Practices, the terms of Freddie Mac Servicing Practices will govern and be applicable and(2) between Freddie Mac Servicing Practices or Accepted Servicing Practices and the express written terms of thePooling Agreement, the terms of the Pooling Agreement will govern and be applicable.

“Servicing Transfer Event” means, with respect to any underlying mortgage loan, any of the following events,among others:

(i) a payment default has occurred at its scheduled maturity date (except, if the underlying borrower ismaking its normal monthly payment and is diligently pursuing a refinancing or sale of the mortgaged realproperty to a party that is not an underlying borrower affiliate and in connection therewith delivers within45 days after the scheduled maturity date a firm commitment to refinance or a fully executed purchaseand sale contract for the related mortgaged real property, as applicable, which is acceptable to the masterservicer, in which case a Servicing Transfer Event would not occur as to such underlying mortgage loanuntil 60 days after such payment default, which may be extended to 120 days at the discretion of thespecial servicer and with the consent of the Approved Directing Certificateholder (if any) (subject to thelast two paragraphs of “The Pooling Agreement—Realization Upon Mortgage Loans—Asset StatusReport” in this offering circular supplement with respect to any Affiliated Borrower Loan));

(ii) any monthly principal and/or interest payment (other than a balloon payment) is 60 days or moredelinquent;

(iii) the related underlying borrower has—

(a) filed for, or consented to, bankruptcy, appointment of a receiver or conservator or a similarinsolvency proceeding;

(b) become the subject of a decree or order for such a proceeding which is not stayed or dischargedwithin 60 days; or

(c) has admitted in writing its inability to pay its debts generally as they become due;

(iv) the master servicer or the special servicer has received notice of the foreclosure or proposed foreclosureof any lien on the mortgaged real property;

(v) in the judgment of (a) the master servicer (with the approval of Freddie Mac in the case of a Third PartyMaster Servicer) or (b) the special servicer (with the approval of Freddie Mac and the ApprovedDirecting Certificateholder (if any), subject to the penultimate paragraph of “The Pooling Agreement—Realization Upon Mortgage Loans—Asset Status Report” in this offering circular supplement withrespect to any Affiliated Borrower Loan), (1) a default under any underlying mortgage loan is reasonablyforeseeable, (2) such default will materially impair the value of the related mortgaged real property assecurity for such underlying mortgage loan or otherwise materially adversely affect the interests ofcertificateholders, and (3) the default either would give rise to the immediate right to accelerate theunderlying mortgage loan or such default is likely to continue unremedied for the applicable cure periodunder the terms of such underlying mortgage loan or, if no cure period is specified and the default iscapable of being cured, for 30 days, provided that if Freddie Mac’s approval is sought by any Third Party

229

Master Servicer and not provided (and/or during the period that any Third Party Master Servicer iswaiting for Freddie Mac’s approval), any Third Party Master Servicer’s servicing obligations withrespect to such underlying mortgage loan will be to service such underlying mortgage loan as a non-Specially Serviced Mortgage Loan; or

(vi) any other default has occurred under the loan documents that, in the reasonable judgment of (a) themaster servicer, or (b) with the approval of the Approved Directing Certificateholder (if any) (subject tothe last two paragraphs of “The Pooling Agreement—Realization Upon Mortgage Loans—Asset StatusReport” in this offering circular supplement with respect to any Affiliated Borrower Loan), the specialservicer, has materially and adversely affected the value of the related underlying mortgage loan orotherwise materially and adversely affected the interests of the certificateholders and has continuedunremedied for 30 days (irrespective of any grace period specified in the related mortgage note) and,provided that failure of the related underlying borrower to obtain all-risk casualty insurance which doesnot contain any carveout for terrorist or similar act (other than such amounts as are specifically requiredunder the related underlying mortgage loan) will not apply with respect to this clause if the specialservicer has determined in accordance with the Servicing Standard that either (1) such insurance is notavailable at commercially reasonable rates and that such hazards are not commonly insured against forproperties similar to the mortgaged real property and located in or around the region in which suchmortgaged real property is located, or (2) such insurance is not available at any rate.

A Servicing Transfer Event with respect to an underlying mortgage loan will result in a simultaneous transfer ofservicing of the related TEL from the master servicer to the special servicer. A Servicing Transfer Event will ceaseto exist, if and when a Specially Serviced Mortgage Loan becomes a Corrected Mortgage Loan.

“SIFMA” has the meaning assigned to such term under “Description of the TELs and the Underlying MortgageLoans—Certain Terms and Conditions of the TELs and Underlying Mortgage Loans” in this offering circularsupplement.

“Significant Loan” means, at any time, any underlying mortgage loan (i) whose outstanding principal balanceis $25,000,000 or more at such time or (ii) that is (a) an underlying mortgage loan or (b) part of a group of TELsmade to affiliated underlying borrowers that, in each case, in the aggregate, represents 5% or more of the aggregateoutstanding principal balance of the mortgage pool at such time and in any event has an outstanding principalbalance or aggregate outstanding principal balance of at least $10,000,000.

“Special Servicer Aggregate Annual Cap” means $450,000 per calendar year, apportioned with a maximumamount of $300,000 available to the special servicer with respect to the TELs and underlying mortgage loans otherthan the Marcella Manor TEL and Mortgage Loan per calendar year, and a maximum amount of $150,000 availableto the special servicer with respect to the Marcella Manor TEL and Mortgage Loan per calendar year.

“Specially Serviced Mortgage Loan” means any underlying mortgage loan and TEL as to which a ServicingTransfer Event has occurred and is continuing, including any REO Loan or Defaulted Loan or Defaulted TEL. Forthe avoidance of doubt, servicing of the related TEL will transfer to the special servicer simultaneous with theServicing Transfer Event.

“Stated Principal Balance” means, with respect to any underlying mortgage loan or TEL (except with respect toany REO Loan), as of any date of determination, an amount equal to (i) the Cut-off Date Principal Balance of suchunderlying mortgage loan or TEL or with respect to a Qualified Substitute TEL, the outstanding principal balance ofsuch Qualified Substitute TEL after application of all scheduled payments of principal and interest due during orprior to the month of substitution, whether or not received, minus (ii) the sum of:

(a) the principal portion of each monthly payment due on such underlying mortgage loan or TEL after theCut-off Date (or, with respect to a Qualified Substitute TEL, the applicable due date during the month ofsubstitution), to the extent received from the related underlying borrower or advanced by the masterservicer or the trustee, as applicable, and distributed to the certificateholders, on or before such date ofdetermination;

230

(b) all principal prepayments received with respect to such underlying mortgage loan or TEL after the Cut-off Date (or, with respect to a Qualified Substitute TEL, the applicable due date during the month ofsubstitution), to the extent distributed to the certificateholders, on or before such date of determination;

(c) the principal portion of all insurance and condemnation proceeds and Liquidation Proceeds received withrespect to such underlying mortgage loan or TEL after the Cut-off Date (or, with respect to a QualifiedSubstitute TEL, the applicable due date during the month of substitution), to the extent distributed to thecertificateholders, on or before such date of determination;

(d) any reduction in the outstanding principal balance of such underlying mortgage loan or TEL resultingfrom a valuation of the related mortgaged real property in an amount less than the then outstandingprincipal balance of such underlying mortgage loan or TEL by a court of competent jurisdiction, initiatedby a bankruptcy proceeding and that occurred prior to the determination date for the most recentdistribution date; and

(e) any reduction in the outstanding principal balance of such underlying mortgage loan or TEL due to amodification by the special servicer pursuant to the Pooling Agreement, which reduction occurred priorto the determination date for the most recent distribution date.

However, the “Stated Principal Balance” of any underlying mortgage loan or TEL will, in all cases, be zero asof the distribution date following the Collection Period in which it is determined that all amounts ultimatelycollectible with respect to that underlying mortgage loan or any related REO Property have been received.

With respect to any REO Loan, as of any date of determination, “Stated Principal Balance” means an amountequal to (i) the Stated Principal Balance of the predecessor underlying mortgage loan or TEL (determined as setforth above), as of the date the related REO Property is acquired by the issuing entity, minus (ii) the sum of:

(a) the principal portion of any P&I Advance made with respect to such REO Loan on or after the date therelated REO Property is acquired by the issuing entity, to the extent distributed to certificateholders on orbefore such date of determination; and

(b) the principal portion of all insurance and condemnation proceeds, Liquidation Proceeds and all income,rents and profits derived from the ownership, operation or leasing of the related REO Property receivedwith respect to such REO Loan, to the extent distributed to certificateholders, on or before such date ofdetermination.

Any payment or other collection of principal on or with respect to any underlying mortgage loan or TEL (or anyrelated successor REO Loan) that constitutes part of the Principal Distribution Amount for any distribution date,without regard to the last sentence of the definition of Principal Distribution Amount, and further without regard toany Principal Distribution Adjustment Amount for such distribution date, will be deemed to be distributed tocertificateholders on such distribution date for purposes of this definition.

“Static Prepayment Premium” means a form of prepayment consideration payable in connection with anyvoluntary or involuntary principal prepayment that is calculated solely as a specified percentage of the amountprepaid, which percentage may change over time.

“Static Prepayment Premium Period” means, with respect to any underlying mortgage loan that at any timepermits voluntary prepayments of principal if accompanied by a Static Prepayment Premium, the period during theloan term when such voluntary principal prepayments may be made if accompanied by such Static PrepaymentPremium.

“Sub-Servicing Agreement” means each sub-servicing agreement between the master servicer and a sub-servicer relating to servicing and administration of TELs by such sub-servicer as provided in the PoolingAgreement.

231

“Successor Servicer Requirements” has the meaning assigned to such term under “The Pooling Agreement—Resignation, Removal and Replacement of Servicers; Transfer of Servicing Duties—Resignation of the MasterServicer or the Special Servicer” in this offering circular supplement.

“Surveillance Fee Mortgage Loan” means any underlying mortgage loan other than (i) an underlying mortgageloan, or portion of an underlying mortgage loan, that has been defeased, (ii) a Specially Serviced Mortgage Loan or(iii) an REO Loan.

“TEL” means each loan intended to be tax-exempt and originated for purposes of funding the origination of anunderlying mortgage loan and that is payable solely from payments made on or in respect of the related underlyingmortgage loan. Each TEL corresponds to and is secured by an underlying mortgage loan. Each TEL and theunderlying mortgage loan have identical payment terms.

“TEL Commitment” means, each commitment letter entered into by and between Freddie Mac and anOriginator pursuant to which Freddie Mac (i) commits to purchase a TEL from the Originator under the terms andconditions set forth therein and (ii) appoints the Originator as the servicer for the TEL.

“TEL GAP Loan” means the TEL identified on Exhibit A-1 as “Columbus Court GAP”. A TEL GAP Loan isan additional pari passu, short-term TEL that is issued in connection with the primary TEL. The GovernmentalAuthority lends the proceeds of the TEL Gap Loan to the underlying borrower to ensure that the underlyingborrower borrows at least 50% of the value of the mortgaged real property, which is necessary to qualify for the tax-exempt financing. In addition to being secured by the related underlying mortgage loan, the TEL GAP Loan is alsofully cash collateralized at all times.

“Third Party Master Servicer” has the meaning assigned to such term under “Summary of Offering CircularSupplement—The Offered Certificates—Optional Termination” in this offering circular supplement.

“Timing Guarantor Interest” means, with respect to any distribution date and the class A certificates, the sum of(i) (a) with respect to Balloon Guarantor Payments made as a result of a forbearance of a payment default on anunderlying mortgage loan permitted under clause (i) of the definition of “Servicing Transfer Event” during the timeof such forbearance, an amount equal to interest at the lesser of (1) the Weighted Average Net Mortgage Pass-Through Rate for the related Interest Accrual Period or (2) the Net Mortgage Pass-Through Rate for the underlyingmortgage loan requiring the Balloon Guarantor Payment for the related Interest Accrual Period, or (b) otherwise anamount equal to interest at the Weighted Average Net Mortgage Pass-Through Rate for the related Interest AccrualPeriod, in each case on any unreimbursed Timing Guarantor Payment for such class and (ii) any such amount setforth in clause (i) for prior distribution dates that remains unreimbursed.

“Timing Guarantor Payment” means, with respect to any distribution date and the class A certificates, anyBalloon Guarantor Payment or Class Final Guarantor Payment.

“Total Units” means the estimated number of apartments at the particular mortgaged real property, regardless ofthe number or size of rooms in the apartments as reflected in information provided by the underlying borrower or inthe appraisal on which the most recent Appraised Value is based.

“Transfer” generally means, with respect to any underlying mortgage loan, the sale, assignment, transfer orother disposition or divestment of any interest in, change of ownership of, or encumbrance of, the related underlyingborrower or the related mortgaged real property, as set forth in the related loan documents.

“Transfer Fee” means, with respect to any underlying mortgage loan, a fee payable under the related loandocuments when a Transfer is completed.

“Transfer Processing Fee” means, with respect to any underlying mortgage loan and any Transfer ProcessingFee Transaction, a fee equal to the lesser of (i) the fee required to be paid by the related underlying borrower underthe terms of the related loan documents for the review or processing of the Transfer Processing Fee Transaction(which may also be referred to in the loan documents as a “Transfer Review Fee”) and (ii) $15,000.

232

“Transfer Processing Fee Transaction” means, with respect to any underlying mortgage loan, any transaction ormatter involving (i) the transfer of an interest in the related mortgaged real property, the related underlyingborrower, any person that controls the underlying borrower or any person that executes a guaranty pursuant to theterms of the related loan documents, which transfer requires the master servicer’s review, consent and/or approval,including, without limitation, an underlying borrower’s request for an assumption or waiver of a “due-on-sale”clause with respect to any loan pursuant to the Pooling Agreement and/or (ii) an underlying borrower’s request for awaiver of a “due-on-encumbrance” clause with respect to any underlying mortgage loan pursuant to the PoolingAgreement, provided, however, that any transaction or matter involving (a) defeasance of such underlying mortgageloan, (b) the full or partial condemnation of the mortgaged real property or any underlying borrower request forconsent to subject the related mortgaged real property to an easement, right of way or similar agreement for utilities,access, parking, public improvements or another purpose, (c) Permitted Transfers, unless the related loan documentsspecifically provide for payment of a Transfer Processing Fee, and/or (d) permitted subordinate mortgage debt, willnot be a Transfer Processing Fee Transaction.

“Treasury” means the U.S. Department of the Treasury.

“Trustee Aggregate Annual Cap” means $150,000 per calendar year.

“Trustee/Certificate Administrator/Custodian Aggregate Annual Cap” means if the same person or entity isacting as the trustee, the certificate administrator and the custodian, $300,000 per calendar year with respect to suchperson or entity.

“U.S. Bank” means U.S. Bank National Association, a national banking association, and its successors-in-interest.

“U.S. Person” means a citizen or resident of the United States, a corporation or partnership created or organizedin or under the laws of the United States, any State in the United States or the District of Columbia, including anentity treated as a corporation or partnership for federal income tax purposes, an estate whose income is subject toU.S. federal income tax regardless of its source, or a trust if a court within the United States is able to exerciseprimary supervision over the administration of such trust, and one more such U.S. Persons have the authority tocontrol all substantial decisions of such trust (or, to the extent provided in applicable Treasury Regulations, certaintrusts in existence on August 20, 1996 that have elected to be treated as U.S. Persons).

“Underwritten Debt Service Coverage Ratio” means, with respect to any underlying mortgage loan, the ratio of

(i) the Underwritten Net Cash Flow for the related mortgaged real property (or, in the case of an underlyingmortgage loan secured by multiple mortgaged real properties, the sum of the Underwritten Net CashFlow for the related mortgaged real properties), to

(ii) 12 times the monthly debt service payment for that underlying mortgage loan and any related pari passuloan (if applicable), including, the TEL GAP Loan, due on the related due date in November 2017;

provided that, if the underlying mortgage loan is currently in an interest-only period, then the amount in clause (ii)of this definition with respect to such underlying mortgage loan will be either (a) if that interest-only period extendsto maturity, the aggregate of the first 12 monthly debt service payments to be due on such underlying mortgage loanor (b) if that interest-only period ends prior to maturity, 12 times the monthly debt service payment to be due onsuch underlying mortgage loan on the first due date after amortization begins.

“Underwritten Debt Service Coverage Ratio (IO)” means, with respect to any underlying mortgage loan that iscurrently in an interest-only period, the ratio of (i) the Underwritten Net Cash Flow for the related mortgaged realproperty (or, in the case of an underlying mortgage loan secured by multiple mortgaged real properties, the sum ofthe Underwritten Net Cash Flow for the related mortgaged real properties), to (ii) an amount equal to the aggregateof the first 12 monthly debt service payments due on such underlying mortgage loan and any related pari passu loan(if applicable), including the TEL GAP Loan.

233

“Underwritten Net Cash Flow” means, with respect to each of the mortgaged real properties securing anunderlying mortgage loan, the estimated total cash flow from that property expected to be available for annual debtservice on the related underlying mortgage loan. In general, that estimate:

(i) was made at the time of origination of the related underlying mortgage loan or in connection with thetransactions described in this offering circular supplement; and

(ii) is equal to the excess of (a) the Estimated Annual Revenues for the mortgaged real property, over (b) theEstimated Annual Operating Expenses for the mortgaged real property.

The management fees and reserves assumed in calculating Underwritten Net Cash Flow differ in many casesfrom actual management fees and reserves actually required under the loan documents for the related TELs. Inaddition, actual conditions at the mortgaged real properties will differ, and may differ substantially, from theconditions assumed in calculating Underwritten Net Cash Flow. Furthermore, the Underwritten Net Cash Flow foreach of the mortgaged real properties does not reflect the effects of future competition or economic cycles.Accordingly, we cannot assure you that the Underwritten Net Cash Flow for any of the mortgaged real propertiesshown on Exhibit A-1 will be representative of the actual future net cash flow for the particular mortgaged realproperty.

Underwritten Net Cash Flow and the revenues and expenditures used to determine Underwritten Net Cash Flowfor each of the mortgaged real properties are derived from generally unaudited information furnished by the relatedunderlying borrower. However, in some cases, an accounting firm performed agreed upon procedures, or employeesof the applicable Originator performed cash flow verification procedures, that were intended to identify any errors inthe information provided by the related underlying borrower. Audits of information furnished by underlyingborrowers could result in changes to the information. These changes could, in turn, result in the Underwritten NetCash Flow shown on Exhibit A-1 being overstated. Net income for any of the mortgaged real properties asdetermined under GAAP would not be the same as the Underwritten Net Cash Flow for the property shown onExhibit A-1. In addition, Underwritten Net Cash Flow is not a substitute for or comparable to operating income asdetermined in accordance with GAAP as a measure of the results of the property’s operations nor a substitute forcash flows from operating activities determined in accordance with GAAP as a measure of liquidity.

“Underwritten Net Operating Income” means, with respect to each of the mortgaged real properties securing anunderlying mortgage loan, the Underwritten Net Cash Flow for the property, increased by any and all of thefollowing items that were included in the Estimated Annual Operating Expenses for the property for purposes ofcalculating that Underwritten Net Cash Flow (i) underwritten recurring replacement reserve amounts, and (ii) capitalimprovements, including recurring capital improvements.

“United States” or “U.S.” means the United States of America.

“Unreimbursed Indemnification Expenses” means indemnification amounts payable by the issuing entity to thedepositor, the master servicer, the special servicer, the custodian, the certificate administrator or trustee in excess ofthe Depositor Aggregate Annual Cap, the Trustee Aggregate Annual Cap or the Certificate Administrator/CustodianAggregate Annual Cap (if different persons or entities are the trustee and certificate administrator/custodian), theTrustee/Certificate Administrator/Custodian Aggregate Annual Cap (if the same person or entity is the trustee andcertificate administrator/custodian), the Master Servicer Aggregate Annual Cap and the Special Servicer AggregateAnnual Cap, together with any accrued and unpaid interest on such amounts, which have not been previouslyreimbursed.

“UST” means an underground storage tank.

“Weighted Average Net Mortgage Pass-Through Rate” means, for each distribution date, the weighted averageof the respective Net Mortgage Pass-Through Rates with respect to all of the TELs (or any successor REO Loans)for that distribution date, weighted on the basis of their respective Stated Principal Balances immediately prior tothat distribution date.

“Workout-Delayed Reimbursement Amount” has the meaning assigned to such term under “Description of theCertificates—Advances of Delinquent Monthly Debt Service Payments” in this offering circular supplement.

234

“Year Built” means, with respect to any mortgaged real property securing an underlying mortgage loan, the yearwhen construction of the property was principally completed, as reflected in information provided by the underlyingborrower or in the appraisal on which the most recent Appraised Value of the property is based or the engineeringreport.

“Year Renovated” means, with respect to any mortgaged real property securing an underlying mortgage loan,the year when the most recent substantial renovation of the property, if any, was principally completed, as reflectedin information provided by the underlying borrower or in the appraisal on which the most recent Appraised Value ofthe property is based or the engineering report.

“Yield Maintenance Charge” means a form of prepayment consideration payable in connection with anyvoluntary or involuntary principal prepayment that is calculated pursuant to a yield maintenance formula, includingany minimum amount equal to a specified percentage of the amount prepaid.

“Yield Maintenance Period” means, with respect to any applicable underlying mortgage loan that at any timepermits voluntary prepayments of principal if accompanied by a Yield Maintenance Charge, the period during theloan term when such voluntary principal prepayments may be made if accompanied by such Yield MaintenanceCharge.

EXHIBIT A-1

CERTAIN CHARACTERISTICS OF THE TELS, THE UNDERLYING

MORTGAGE LOANS AND THE RELATED MORTGAGED REAL PROPERTIES

(THIS PAGE INTENTIONALLY LEFT BLANK)

Exhibit A-1 FRETE 2017-ML03

Loan No. / Property No. Footnotes

Number of Properties Property Name Originator Street Address Property City

Property State Zip Code County Property Type Property Subtype

1 1 Squire Village Prudential Affordable Mortgage Company, LLC 72 Spencer Street Manchester CT 06040 Hartford Multifamily Townhome

2 (11) 13 El Paso Portfolio Hunt Mortgage Group Various El Paso TX Various El Paso Multifamily Various

2.01 (11) 1 Kennedy Brothers Communities And Kennedy Estates Hunt Mortgage Group 400 South Zaragoza Road El Paso TX 79907 El Paso Multifamily Garden2.02 (11) 1 Rafael Marmolejo, Jr. Apartments Hunt Mortgage Group 600 North Carolina Drive El Paso TX 79915 El Paso Multifamily Garden2.03 (11) 1 Dwight D. Eisenhower Apartments Hunt Mortgage Group 5628 Eisenhower Avenue El Paso TX 79924 El Paso Multifamily Garden2.04 (11) 1 Lyndon B. Johnson Apartments Hunt Mortgage Group 9000 Roanoke Drive El Paso TX 79904 El Paso Multifamily Garden2.05 (11) 1 George Webber Memorial Apartments Hunt Mortgage Group 110 Whittier Drive El Paso TX 79907 El Paso Multifamily Garden2.06 (11) 1 Everett Alvarez Apartments Hunt Mortgage Group 8247 North Loop Drive El Paso TX 79907 El Paso Multifamily Townhome2.07 (11) 1 Harry S. Truman Apartments Hunt Mortgage Group 7919 Meraz Avenue El Paso TX 79907 El Paso Multifamily Garden2.08 (11) 1 J. E. Anderson Apartments Hunt Mortgage Group 741 Lafayette Drive El Paso TX 79907 El Paso Multifamily Garden2.09 (11) 1 Raymond Telles Manor Hunt Mortgage Group 301 Golondrina Circle El Paso TX 79907 El Paso Multifamily Garden2.10 (11) 1 Lt. Palmer Baird Memorial Apartments Hunt Mortgage Group 4747 Atlas Avenue El Paso TX 79904 El Paso Multifamily Townhome2.11 (11) 1 Juan Hart Memorial Apartments Hunt Mortgage Group 4861 Atlas Avenue El Paso TX 79904 El Paso Multifamily Garden2.12 (11) 1 Aloysius A. Ochoa Apartments Hunt Mortgage Group 8820 Old County Drive El Paso TX 79907 El Paso Multifamily Age Restricted2.13 (11) 1 Woodrow Bean Apartments Hunt Mortgage Group 1313 North Saint Vrain Street El Paso TX 79902 El Paso Multifamily Garden

3 1 Morh I Citibank, N.A. 741 Filbert Street Oakland CA 94607 Alameda Multifamily Garden4 (12) 1 Peterson Plaza Citibank, N.A. 5969 North Ravenswood Avenue Chicago IL 60660 Cook Multifamily Age Restricted5 1 Oak Center I Citibank, N.A. 1601 Market Street Oakland CA 94607 Alameda Multifamily Garden6 1 Marcella Manor Citibank, N.A. 6555 Schneider Way Arvada CO 80004 Jefferson Multifamily Age Restricted7 1 Crossroads Of New Brighton Jones Lang LaSalle Multifamily, LLC 2287 Palmer Drive; 2190 West County Road East New Brighton MN 55112 Ramsey Multifamily Age Restricted8 1 Northgate Plaza Jones Lang LaSalle Multifamily, LLC 902 11th Avenue Northwest Rochester MN 55901 Olmsted Multifamily Age Restricted9 (13) 1 Columbus Court Jones Lang LaSalle Multifamily, LLC 2802 Statelite Court Tampa FL 33607 Hillsborough Multifamily Garden

10 (13) 1 Columbus Court GAP Jones Lang LaSalle Multifamily, LLC 2802 Statelite Court Tampa FL 33607 Hillsborough Multifamily Garden

11 1 Plaza Townhomes Citibank, N.A. 5802 North Michigan Avenue Portland OR 97217 Multnomah Multifamily Townhome12 1 Crossroads Of Edina Jones Lang LaSalle Multifamily, LLC 5500 Oak Glen Road Edina MN 55439 Hennepin Multifamily Townhome13 1 Ethan Terrace Apartments Jones Lang LaSalle Multifamily, LLC 1824 Ethan Way Sacramento CA 95825 Sacramento Multifamily Garden

A-1-1



Number of Properties Property Name

1 1 Squire Village

2 (11) 13 El Paso Portfolio

2.01 (11) 1 Kennedy Brothers Communities And Kennedy Estates2.02 (11) 1 Rafael Marmolejo, Jr. Apartments2.03 (11) 1 Dwight D. Eisenhower Apartments2.04 (11) 1 Lyndon B. Johnson Apartments2.05 (11) 1 George Webber Memorial Apartments2.06 (11) 1 Everett Alvarez Apartments2.07 (11) 1 Harry S. Truman Apartments2.08 (11) 1 J. E. Anderson Apartments2.09 (11) 1 Raymond Telles Manor2.10 (11) 1 Lt. Palmer Baird Memorial Apartments2.11 (11) 1 Juan Hart Memorial Apartments2.12 (11) 1 Aloysius A. Ochoa Apartments2.13 (11) 1 Woodrow Bean Apartments

3 1 Morh I4 (12) 1 Peterson Plaza5 1 Oak Center I6 1 Marcella Manor7 1 Crossroads Of New Brighton8 1 Northgate Plaza9 (13) 1 Columbus Court

10 (13) 1 Columbus Court GAP

11 1 Plaza Townhomes12 1 Crossroads Of Edina13 1 Ethan Terrace Apartments

Year BuiltYear

RenovatedTotal Units

Low Income Units(1)

Very Low Income Units(1)

Cut-Off Date Balance/Unit

Unit of Measure Occupancy %

Occupancy As of Date

Loan Purpose (Acquisition, Refinance)

Single Purpose Borrowing Entity / Single Asset Borrowing

EntityCrossed Loans

1972 1995 379 367 338 163,588 Units 98.7% 6/30/2017 Acquisition SPE N/A

Various Various 1,590 1,590 1,149 37,227 Units 71.9% 6/30/2017 Acquisition SPE N/A

1973 2001 364 364 272 57,278 Units 72.8% 6/30/2017 Acquisition SPE N/A1973 N/A 292 292 203 35,962 Units 63.7% 6/30/2017 Acquisition SPE N/A1973 N/A 194 194 137 29,519 Units 72.7% 6/30/2017 Acquisition SPE N/A1975 N/A 126 126 90 41,307 Units 58.7% 6/30/2017 Acquisition SPE N/A1974 N/A 98 98 74 38,024 Units 63.3% 6/30/2017 Acquisition SPE N/A1974 N/A 96 96 56 27,703 Units 72.9% 6/30/2017 Acquisition SPE N/A1975 N/A 90 90 67 29,381 Units 78.9% 6/30/2017 Acquisition SPE N/A1984 N/A 58 58 43 31,138 Units 87.9% 6/30/2017 Acquisition SPE N/A1979 N/A 68 68 55 26,223 Units 75.0% 6/30/2017 Acquisition SPE N/A1974 N/A 55 55 41 30,343 Units 63.6% 6/30/2017 Acquisition SPE N/A1976 N/A 48 48 31 21,148 Units 85.4% 6/30/2017 Acquisition SPE N/A1981 N/A 70 70 57 13,531 Units 98.6% 6/30/2017 Acquisition SPE N/A1975 N/A 31 31 23 21,243 Units 87.1% 6/30/2017 Acquisition SPE N/A1971 2001 126 126 126 423,651 Units 100.0% 6/30/2017 Acquisition SPE N/A1983 N/A 189 187 183 127,057 Units 99.5% 6/29/2017 Acquisition SPE N/A1970 2002 77 77 73 305,195 Units 100.0% 8/31/2017 Acquisition SPE N/A1977 N/A 206 206 206 99,998 Units 100.0% 6/30/2017 Acquisition SPE N/A1979 N/A 172 172 162 102,382 Units 97.7% 6/27/2017 Acquisition SPE N/A1979 2017 151 151 151 87,216 Units 98.7% 6/30/2017 Acquisition SPE N/A1970 N/A 160 160 155 74,986 Units 93.8% 10/3/2017 Acquisition SPE Yes

1970 N/A 160 160 155 74,986 Units 93.8% 10/3/2017 Acquisition SPE Yes

1974 N/A 68 68 63 154,412 Units 97.1% 8/31/2017 Acquisition SPE N/A1981 2003 64 62 25 135,938 Units 96.9% 6/27/2017 Acquisition SPE N/A1964 N/A 92 92 19 64,130 Units 96.7% 9/19/2017 Acquisition SPE N/A

A-1-2




1 1 Squire Village






Related Borrower Loans(2)

Payment Date

Late Charge Grace Period Note Date

First Payment Date Maturity Date

Original Loan Amount

Cut-Off Date Loan Amount

% of Cut-Off Date Pool Balance

Maturity Balance

Interest Adjustment Period (months)

N/A 1 N/A 4/13/2016 6/1/2016 5/1/2032 62,000,000 62,000,000 20.0% 47,866,264 N/A

N/A 1 10 4/9/2015 5/1/2015 5/1/2033 59,625,000 59,190,231 19.1% 42,602,776 N/A

N/A 1 10 4/9/2015 5/1/2015 5/1/2033 21,002,357 20,849,214 6.7% 15,006,435 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 10,577,941 10,500,810 3.4% 7,558,065 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 5,768,690 5,726,626 1.8% 4,121,798 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 5,242,913 5,204,683 1.7% 3,746,124 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 3,753,711 3,726,340 1.2% 2,682,071 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 2,679,029 2,659,494 0.9% 1,914,198 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 2,663,676 2,644,253 0.9% 1,903,228 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 1,819,283 1,806,017 0.6% 1,299,899 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 1,796,254 1,783,156 0.6% 1,283,445 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 1,681,110 1,668,852 0.5% 1,201,173 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 1,022,552 1,015,096 0.3% 730,626 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 954,120 947,163 0.3% 681,730 N/AN/A 1 10 4/9/2015 5/1/2015 5/1/2033 663,364 658,527 0.2% 473,982 N/A

Group 1 1 N/A 3/24/2016 5/1/2016 4/1/2033 53,380,000 53,380,000 17.2% 38,390,635 N/AGroup 1 1 N/A 8/11/2015 10/1/2015 9/1/2031 24,500,000 24,013,762 7.7% 18,905,235 1 WeekGroup 1 1 N/A 3/24/2016 5/1/2016 4/1/2033 23,500,000 23,500,000 7.6% 16,866,916 N/A

N/A 1 N/A 2/22/2016 4/1/2016 2/1/2032 21,060,000 20,599,576 6.6% 15,041,969 N/AGroup 1 1 N/A 4/20/2016 6/1/2016 5/1/2032 18,000,000 17,609,682 5.7% 12,492,259 N/A

N/A 1 N/A 7/28/2016 9/1/2016 8/1/2032 13,400,000 13,169,629 4.2% 9,410,184 N/AGroup 2 1 N/A 6/29/2016 8/1/2016 7/1/2032 10,500,000 10,297,823 3.3% 7,283,189 N/A

Group 2 1 N/A 6/29/2016 8/1/2016 1/1/2018 1,700,000 1,700,000 0.5% 1,700,000 N/A

Group 1 1 N/A 8/25/2016 10/1/2016 9/1/2032 10,500,000 10,500,000 3.4% 7,780,670 N/AGroup 1 1 N/A 5/11/2016 7/1/2016 6/1/2032 8,700,000 8,700,000 2.8% 6,578,032 N/A

N/A 1 N/A 12/17/2015 2/1/2016 12/1/2031 5,900,000 5,900,000 1.9% 4,636,252 N/A

A-1-3




1 1 Squire Village






First Interest Adjustment Date In

Trust Rate Index Margin Note RateAdministration Fee

Rate(3)Net Mortgage Interest Rate

Rate Rounding Methodology

Interest Accrual Period Day Of Month (Start/End) Rate Cap (Lifetime)

Rate Floor (Lifetime) or SIFMA Floor

N/A N/A N/A 3.8600% 0.1346% 3.7254% N/A N/A N/A N/A

N/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/A

N/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 4.2800% 0.1846% 4.0954% N/A N/A N/A N/AN/A N/A N/A 3.6800% 0.1546% 3.5254% N/A N/A N/A N/A

12/1/2017 1-Week SIFMA 1.6800% 2.6800% 0.0646% 2.6154% Truncated to 5th decimal First/Last (Arrears) N/A N/AN/A N/A N/A 3.6400% 0.1546% 3.4854% N/A N/A N/A N/AN/A N/A N/A 4.1600% 0.0646% 4.0954% N/A N/A N/A N/AN/A N/A N/A 3.6700% 0.1646% 3.5054% N/A N/A N/A N/AN/A N/A N/A 3.8900% 0.2146% 3.6754% N/A N/A N/A N/AN/A N/A N/A 3.6600% 0.2346% 3.4254% N/A N/A N/A N/A

N/A N/A N/A 1.6800% 0.0646% 1.6154% N/A N/A N/A N/A

N/A N/A N/A 3.6200% 0.2346% 3.3854% N/A N/A N/A N/AN/A N/A N/A 4.0600% 0.2146% 3.8454% N/A N/A N/A N/AN/A N/A N/A 4.3500% 0.2646% 4.0854% N/A N/A N/A N/A

A-1-4




1 1 Squire Village






SIFMA Cap (Yes/No)

SIFMA Cap Expiration Date

SIFMA Cap Strike Price Accrual Basis

Loan Amortization Type

Monthly Debt Service Amount (Amortizing)(4)

Monthly Debt Service Amount (IO)

Projected First Monthly Payment to Trust

Monthly Debt Service Amount (at

Cap)Amortization

Term (Original)N/A N/A N/A 30/360 Partial IO 269,338.27 199,433.33 N/A N/A 420

N/A N/A N/A 30/360 Partial IO 274,110.91 212,662.50 N/A N/A 420

N/A N/A N/A 30/360 Partial IO 96,553.04 74,908.41 N/A N/A 420N/A N/A N/A 30/360 Partial IO 48,629.42 37,727.99 N/A N/A 420N/A N/A N/A 30/360 Partial IO 26,520.10 20,574.99 N/A N/A 420N/A N/A N/A 30/360 Partial IO 24,102.97 18,699.72 N/A N/A 420N/A N/A N/A 30/360 Partial IO 17,256.74 13,388.24 N/A N/A 420N/A N/A N/A 30/360 Partial IO 12,316.16 9,555.20 N/A N/A 420N/A N/A N/A 30/360 Partial IO 12,245.58 9,500.44 N/A N/A 420N/A N/A N/A 30/360 Partial IO 8,363.70 6,488.78 N/A N/A 420N/A N/A N/A 30/360 Partial IO 8,257.83 6,406.64 N/A N/A 420N/A N/A N/A 30/360 Partial IO 7,728.48 5,995.96 N/A N/A 420N/A N/A N/A 30/360 Partial IO 4,700.93 3,647.10 N/A N/A 420N/A N/A N/A 30/360 Partial IO 4,386.33 3,403.03 N/A N/A 420N/A N/A N/A 30/360 Partial IO 3,049.65 2,366.00 N/A N/A 420N/A N/A N/A 30/360 Partial IO 226,217.50 163,698.67 N/A N/A 420Yes 8/11/2022 4.000% Actual/Actual Balloon 73,899.07 N/A 72,865.29 133,653.29 420N/A N/A N/A 30/360 Partial IO 99,039.08 71,283.33 N/A N/A 420N/A N/A N/A 30/360 Balloon 95,280.22 N/A N/A N/A 420N/A N/A N/A 30/360 Balloon 76,176.06 N/A N/A N/A 420N/A N/A N/A 30/360 Balloon 58,450.93 N/A N/A N/A 420N/A N/A N/A 30/360 Balloon 44,374.48 N/A N/A N/A 420

N/A N/A N/A 30/360 Interest Only 2,380.00 2,380.00 N/A N/A 0

N/A N/A N/A 30/360 Partial IO 44,128.70 31,675.00 N/A N/A 420N/A N/A N/A 30/360 Partial IO 38,835.13 29,435.00 N/A N/A 420N/A N/A N/A 30/360 Partial IO 27,376.60 21,387.50 N/A N/A 420

A-1-5




1 1 Squire Village






Amortization Term

(Remaining)Loan Term (Original)

Loan Term (Remaining) IO Period Seasoning Prepayment Provision(5)

Appraisal Valuation Date Appraised Value Appraised Value Type

Cut-Off Date LTV

420 192 174 36 18 D(119) DYM1%(66) D1%(3) O(4) 2/2/2016 74,500,000 As-Is (Rent Restrictions) 83.2%

413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) Various 78,450,000 Various 75.4%

413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 27,360,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 13,780,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 7,820,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 6,830,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 4,890,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 3,490,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 3,470,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 2,370,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 2,340,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 2,190,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 1,400,000 As-Is 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 8/7/2014 1,590,000 As-Is (Rent Restrictions) 75.4%413 217 186 24 31 D(120) DYM1%(90) D1%(3) O(4) 7/2/2014 920,000 As-Is (Rent Restrictions) 75.4%420 204 185 24 19 D(119) DYM1%(78) D1%(3) O(4) 11/9/2015 65,100,000 As-Is Complete (Rent Restrictions) 82.0%394 192 166 0 26 L(23) 1%(96) O(73) 6/25/2015 31,300,000 As-Stabilized (Rent Restrictions) 76.7%420 204 185 24 19 D(119) DYM1%(78) D1%(3) O(4) 11/9/2015 29,500,000 As-Stabilized (Rent Restrictions) 79.7%400 191 171 0 20 D(119) DYM1%(65) D1%(3) O(4) 9/2/2015 23,400,000 As-Stabilized (Rent Restrictions) 88.0%402 192 174 0 18 D(119) DYM1%(66) D1%(3) O(4) 1/20/2016 22,400,000 As-Proposed (Rent Restrictions) 78.6%405 192 177 0 15 D(119) DYM1%(66) D1%(3) O(4) 2/29/2016 15,490,000 As-Rehabbed (Rent Restrictions) 85.0%404 192 176 0 16 D(119) DYM1%(66) D1%(3) O(4) 1/13/2016 15,700,000 As-Proposed 76.4%

0 18 2 18 16 O(18) 1/13/2016 15,700,000 As-Proposed 76.4%

420 192 178 24 14 D(119) DYM1%(66) D1%(3) O(4) 3/4/2016 13,260,000 As-Stabilized (Rent Restrictions) 79.2%420 192 175 24 17 D(119) DYM1%(66) D1%(3) O(4) 1/20/2016 10,500,000 As-Is (Rent Restrictions) 82.9%420 191 169 34 22 D(118) DYM1%(66) D1%(3) O(4) 8/5/2015 8,290,000 As-Renovated (Rent Restrictions) 71.2%

A-1-6




1 1 Squire Village






Maturity LTV

UW NCF DSCR

UW NCF DSCR (IO) UW EGI UW Expenses UW NOI UW NCF

Most Recent Financial End

Date Most Recent EGIMost Recent

Expenses Most Recent NOI Most Recent NCF64.3% 1.30x 1.76x 7,315,647 3,001,817 4,313,830 4,200,130 6/30/2017 7,247,266 3,465,199 3,782,067 3,782,067

54.3% 1.53x 1.97x 12,046,942 6,457,820 5,589,122 5,032,622 6/30/2017 10,757,989 4,309,245 6,448,744 6,448,744

54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A54.3% 1.53x 1.97x N/A N/A N/A N/A N/A N/A N/A N/A N/A59.0% 1.29x 1.78x 4,892,874 1,351,316 3,541,558 3,505,144 8/31/2017 4,973,888 1,152,183 3,821,706 3,821,70660.4% 1.88x N/A 3,036,882 1,313,581 1,723,301 1,663,199 6/30/2017 3,200,217 1,295,507 1,904,710 1,904,71057.2% 1.35x 1.88x 2,190,375 562,841 1,627,534 1,604,434 8/31/2017 2,154,345 682,411 1,471,934 1,471,93464.3% 1.20x N/A 2,505,038 1,083,062 1,421,976 1,370,476 8/31/2017 2,548,383 908,800 1,639,583 1,639,58355.8% 1.25x N/A 2,281,945 1,089,010 1,192,935 1,141,335 6/30/2017 2,324,037 839,867 1,484,170 1,431,79660.8% 1.26x N/A 1,663,989 727,014 936,975 884,125 6/30/2017 1,700,595 612,524 1,088,072 1,034,29757.2% 1.35x 1.35x 1,799,318 992,480 806,838 758,838 6/30/2017 1,719,780 991,366 728,414 680,414

57.2% 1.35x 1.35x 1,799,318 992,480 806,838 758,838 6/30/2017 1,719,780 991,366 728,414 680,414

58.7% 1.32x 1.83x 1,102,820 382,440 720,380 696,580 6/30/2017 1,144,445 329,896 814,549 814,42962.6% 1.41x 1.85x 1,134,723 479,533 655,190 655,190 6/30/2017 1,051,773 460,798 590,975 571,77555.9% 1.11x 1.43x 718,237 329,159 389,078 366,078 6/30/2017 817,032 213,033 603,999 580,654

A-1-7




1 1 Squire Village






2nd Most Recent Financial End

Date2nd Most Recent

EGI2nd Most Recent

Expenses 2nd Most Recent NOI2nd Most Recent

NCF

3rd Most Recent Financial End

Date3rd Most Recent

EGI3rd Most Recent

Expenses3rd Most Recent

NOI3rd Most Recent

NCF Lien Position5/31/2015 7,350,903 3,101,115 4,249,788 2,073,664 5/31/2014 7,302,092 3,158,209 4,143,883 2,180,123 First Mortgage

12/31/2016 10,882,186 4,684,853 6,197,333 6,197,333 6/30/2014 9,455,576 7,519,427 1,936,149 1,936,149 First Mortgage

N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First MortgageN/A N/A N/A N/A N/A N/A N/A N/A N/A N/A First Mortgage

12/31/2015 2,922,004 1,403,756 1,518,248 1,518,248 12/31/2014 2,829,834 1,271,412 1,558,422 1,558,422 First Mortgage12/31/2016 3,118,155 1,227,632 1,890,523 1,890,523 12/31/2015 2,943,049 1,571,503 1,371,547 1,371,547 First Mortgage12/31/2015 1,323,735 542,915 780,820 780,820 12/31/2014 1,305,160 529,191 775,970 775,970 First Mortgage10/31/2015 1,597,805 1,100,770 497,035 497,035 12/31/2014 1,569,287 1,127,412 441,875 441,875 First Mortgage1/31/2016 1,965,821 1,008,038 957,783 906,183 12/31/2015 1,968,707 1,017,952 950,756 899,156 First Mortgage5/31/2016 1,214,455 617,184 597,271 544,421 12/31/2015 1,222,866 630,922 591,944 539,094 First Mortgage3/31/2016 1,386,749 1,086,384 300,365 252,365 12/31/2015 1,382,615 1,082,091 300,524 252,524 First Mortgage

3/31/2016 1,386,749 1,086,384 300,365 252,365 12/31/2015 1,382,615 1,082,091 300,524 252,524 First Mortgage

3/31/2016 703,993 402,487 301,506 301,270 3/31/2015 699,298 417,146 282,151 282,151 First Mortgage2/29/2016 1,096,232 524,941 571,291 552,091 12/31/2015 1,093,710 529,133 564,577 545,377 First Mortgage9/30/2015 655,424 346,471 308,953 285,953 12/31/2014 567,372 385,985 181,387 158,387 First Mortgage

A-1-8




1 1 Squire Village






Title Vesting (Fee/Leasehold/Both)

Ground Lease Maturity Date

Cash Management (Description or N/A)

Engineering Escrow/Deferred

MaintenanceTax Escrow

(Initial)(6) Tax Escrow (Monthly)Insurance Escrow

(Initial)(6)Insurance Escrow

(Monthly)Replacement

Reserve (Initial)(6)Fee Simple N/A N/A N/A 235,579 47,034 36,598 25,809 113,700

Leasehold 4/30/2090 N/A N/A N/A N/A 88,396 88,180 N/A

Leasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/ALeasehold 4/30/2090 N/A N/A N/A N/A N/A N/A N/AFee Simple N/A N/A N/A 20,062 3,021 64,312 7,649 N/AFee Simple N/A N/A N/A 58,347 18,989 46,839 4,813 N/AFee Simple N/A N/A N/A 8,586 1,737 33,167 3,956 N/AFee Simple N/A N/A N/A 27,146 9,224 16,519 4,336 N/AFee Simple N/A N/A N/A 32,376 13,528 16,017 5,578 N/AFee Simple N/A N/A N/A 33,694 5,982 27,627 4,735 226,500Fee Simple N/A N/A N/A 26,944 5,854 43,734 8,050 N/A

Fee Simple N/A N/A N/A N/A N/A N/A N/A N/A

Fee Simple N/A N/A N/A N/A N/A 8,385 1,388 N/AFee Simple N/A N/A N/A 35,870 9,457 6,503 1,301 32,000Fee Simple N/A N/A N/A 31,668 246 8,457 1,664 N/A

A-1-9




1 1 Squire Village






Replacement Reserve

(Monthly)(7)Replacement Reserve -

Contractual - Cap ($ or N/A)Interest Rate Cap Reserve (Initial)(6)

Interest Rate Cap Reserve (Monthly) Other Escrow (Initial)(6)

Other Escrow (Monthly)(8) Other Escrow Reserve Description

9,350 N/A N/A N/A 13,190,532; 54,000; 838,664 N/A; N/A; 9,475 Rehabilitation Reserve; Rental Achievement Reserve; HUD Account Replacement Reserve

46,375 N/A N/A N/A 58,979,219 N/A Rehabilitation Reserve

10,617 N/A N/A N/A N/A N/A N/A8,517 N/A N/A N/A N/A N/A N/A5,658 N/A N/A N/A N/A N/A N/A3,675 N/A N/A N/A N/A N/A N/A2,858 N/A N/A N/A N/A N/A N/A2,800 N/A N/A N/A N/A N/A N/A2,625 N/A N/A N/A N/A N/A N/A1,692 N/A N/A N/A N/A N/A N/A1,983 N/A N/A N/A N/A N/A N/A1,604 N/A N/A N/A N/A N/A N/A1,400 N/A N/A N/A N/A N/A N/A2,042 N/A N/A N/A N/A N/A N/A904 N/A N/A N/A N/A N/A N/A

3,150 N/A N/A N/A 11,113,264; 120,838 N/A Rehabilitation Reserve; Tax Abatement5,009 N/A 695 695 11,059,856 N/A Rehabilitation Reserve1,925 N/A N/A N/A 5,889,728; 55,299 N/A Rehabilitation Reserve; Tax Abatement Reserve4,292 N/A N/A N/A 8,712,484 N/A Rehabilitation Reserve4,300 N/A N/A N/A 21,817,394 N/A Rehabilitation Reserve4,401 N/A N/A N/A 7,006,804 N/A Rehabilitation Reserve4,000 N/A N/A N/A 8,056,854 N/A Rehabilitation Reserve

N/A N/A N/A N/A N/A N/A N/A

1,983 N/A N/A N/A 4,732,935; N/A N/A; Springing Rehabilitation Reserve; Radon Remediation Reserve1,600 N/A N/A N/A 9,650,974 N/A Rehabilitation Reserve1,917 N/A N/A N/A 5,225,385; 300,000 N/A Rehabilitation Reserve; Rental Achievement Reserve

A-1-10




1 1 Squire Village






Springing Reserve Type(8)Springing Reserve

AmountSeismic Insurance if

PML >= 20% (Y/N) Green Advantage(9)Monthly Rent

Per Unit

Additional Financing In Place (existing)

(Y/N)(10) Additional Financing Amount (existing)(10)N/A N/A No N/A 1,704 Yes 6,200,000

Tax Reserve N/A No N/A 667 Yes 77,080,000; 31,747,976; 66,925,000

N/A N/A No N/A 860 N/A N/AN/A N/A No N/A 724 N/A N/AN/A N/A No N/A 660 N/A N/AN/A N/A No N/A 681 N/A N/AN/A N/A No N/A 507 N/A N/AN/A N/A No N/A 606 N/A N/AN/A N/A No N/A 562 N/A N/AN/A N/A No N/A 581 N/A N/AN/A N/A No N/A 318 N/A N/AN/A N/A No N/A 663 N/A N/AN/A N/A No N/A 476 N/A N/AN/A N/A No N/A 456 N/A N/AN/A N/A No N/A 572 N/A N/AN/A N/A No N/A 3,427 No N/AN/A N/A No N/A 1,416 No N/AN/A N/A No N/A 2,364 No N/AN/A N/A No N/A 1,048 Yes 7,395,000N/A N/A No N/A 1,145 No N/AN/A N/A No N/A 951 No N/AN/A N/A No N/A 1,046 Yes 1,700,000; 5,900,000; 3,175,000; 789,900

N/A N/A No N/A 1,046 Yes 10,500,000;5,900,000; 3,175,000; 789,900

Radon Remediation Reserve N/A No N/A 1,386 No N/AN/A N/A No N/A 1,480 Yes 3,190,365N/A N/A No N/A 774 Yes 4,000,000

A-1-11




1 1 Squire Village






Additional Financing Description (existing) (10)

Future Supplemental

Financing (Y/N)

Future Supplemental Financing

Description Type of Regulatory Agreement(s)Subordinate Loan from Rose Affordable Housing Preservation Fund, LLC No N/A LIHPRA; ELIHC; HAP; Tax Abatement

Subordinate Loan from Housing Authority of the City of El Paso; GAP Loan for Paisano Housing Redevelopment Corporation; Series B Subordinate Loan from Alamito Public Facilities Corporation

No N/A LIHTC; RAD HAP; Tax Abatement

N/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; RAD HAP; Tax AbatementN/A No N/A LIHTC; HAP; Tax AbatementN/A No N/A LIHTC; IHDA; HAPN/A No N/A LIHTC; CHFA; Bond; HAP; Tax Abatement

Subordinate Loan from PNC Bank, National Association No N/A LIHTC; HAPN/A No N/A LIHTC; Bond; HAP; Tax AbatementN/A No N/A LIHTC; HAP; Tax Abatement

Pari Passu GAP Loan; Subordinate Equity Bridge Loan from Regions Bank; Subordinate SAIL Loan from Florida Housing Finance Corporation; Subordinate ELI Loan from Florida Housing Finance Corporation

No N/A LIHTC; SAIL/ELI; HAP

Tax Exempt Pari Passu Loan from Regions Bank; Subordinate Equity Bridge Loan from Regions Bank ; Subordinate SAIL Loan from Florida Housin Finance Corg poration; Subordinate ELI Loan from Florida Housing Finance Corporation

No N/A LIHTC; SAIL/ELI; HAP

N/A No N/A ELIHTC; HAP; Tax AbatementSubordinate Loan from Minnesota Housing Finance Agency No N/A LIHTC; Bond; HAP; Tax Abatement

Subordinate Loan from Sacramento Housing and Redevelopment Agency No N/A LIHTC; SHRA; Tax Abatement

A-1-12




1 1 Squire Village






Description of Regulatory Agreement(s)LIHPRA - 175 units at 50% AMI, 153 units at 80% of AMI, and 43 units at 95% AMI; ELIHC - 100% of total units at 60% AMI; HAP - 328 units

LIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 1,590 units

LIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 364 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 292 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 194 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 126 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 98 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 96 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 90 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 58 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 68 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 55 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 48 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 70 unitsLIHTC - 40% of total units at 60% AMI and 90% of total units at 115% AMI; RAD HAP - 31 unitsLIHTC - 40% of total units at 60% AMI and 20% of total units at 50% AMI; HAP - 126 unitsLIHTC - 40% of total units at 60% AMI; IHDA - 95% of total units at 60% AMI; HAP - 189 unitsLIHTC - 40% of total units at 60% AMI and 20% of total units at 50% AMI; CHFA - 20% of total units at 50% AMI; Bond - 45% of total units at 45% AMI and 50% of total units at 50% AMI; HAP - 76 unitsLIHTC - 40% of total units at 60% AMI; HAP - 206 unitsLIHTC - 100% of total units at 60% AMI; Bond - 40% of total units at 60% AMI; HAP - 172 unitsLIHTC - 40% of total units at 60% AMI; HAP - 151 unitsLIHTC - 40% of total units at 60% AMI; SAIL/ELI - 10% of total units at 40% AMI (50% of which shall be set aside for persons with a disabling condition), and 90% of total units at 60% AMI; HAP - 160 units

LIHTC - 40% of total units at 60% AMI; SAIL/ELI - 10% of total units at 40% AMI (50% of which shall be set aside for persons with a disabling condition), and 90% of total units at 60% AMI; HAP - 160 units

ELIHTC - 100% of total units at 60% AMI; HAP - 68 unitsLIHTC - 40% of the total units at 50% AMI; Bond - 20% of the total units at 50% AMI and 15% of the total units at 40% AMI; HAP - 26 unitsLIHTC - 20 units at 50% of the AMI, and 71 units at 60% of the AMI; SHRA - 8 units at 65% of AMI, and 17 units at 50% of AMI

A-1-13




1 1 Squire Village






Number of LIHTC Units Tax Credit Syndicator NameRental/Income/Age Restrictions (Y/N) Issuer

379 BF Squire Village, LLC Yes The Housing Authority of the Town of Manchester

642 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation

146 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation117 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation78 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation51 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation40 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation39 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation36 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation24 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation28 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation22 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation20 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation28 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation13 Hunt Capital Partners Tax Credit Fund I7, LP Yes Alamito Public Facilities Corporation76 WNC Holding, LLC Yes California Housing Finance Agency180 James Housing Opportunities Fund 27 LLC Yes Illinois Housing Development Authority31 WNC Holding, LLC Yes California Housing Finance Agency83 PNC Real Estate Tax Credit Capital Institutional Fund 47 Limited Partnership Yes Colorado Housing and Finance Authority172 WNC Holding, LLC Yes Minnesota Housing Finance Agency61 R4 NPMN Acquisition, LLC Yes City of Rochester, Minnesota64 Regions Bank Yes Florida Housing Finance Corporation

64 Regions Bank Yes Florida Housing Finance Corporation

68 WNC Housing, LP Yes State of Oregon; Housing and Community Services Department 26 WNC Holding, LLC Yes Minnesota Housing Finance Agency91 RBC Tax Credit Equity, LLC Yes Housing Authority of the County of Sacramento

A-1-14




1 1 Squire Village






Fiscal Agent Name Sponsor Name Annual Governmental Lender FeeAnnual Fiscal Agent Fee ($)

Annual Fiscal Agent Fee

Payment Date

First Annual Fiscal Agent Fee Payment

DateU.S. Bank National Association Rose Affordable Housing Preservation Fund LLC N/A 1,250 1/12; 7/12 1/12/2017

Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016

Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association HDG Investments, LLC; Paisano Housing Redevelopment Corporation N/A 3,000 4/9 4/9/2016Wilmington Trust, National Association The Related Companies, L.P. 6,500 3,400 3/24 3/24/2017Zions First National Bank The Related Companies, L.P. 0.125% 3,000 8/11 8/11/2016Wilmington Trust, National Association The Related Companies, L.P. 6,500 3,400 3/24 3/24/2017U.S. Bank National Association SP Investments II L.L.C.; SP Investments III LLC; SP Investments Inc. 0.100% 2,500 2/22 2/22/2017U.S. Bank National Association The Related Companies, L.P. N/A 2,000 5/1 5/1/2017U.S. Bank National Association Andrew C. Chafoulias N/A 2,000 2/1; 8/1 2/1/2017U.S. Bank National Association J. David Page Semi-annually, the greater of (i) $10,000

or (ii) 0.24%4,250 1/1; 7/1 7/1/2017

U.S. Bank National Association J. David Page Semi-annually, the greater of (i) $10,000 or (ii) 0.24%

4,250 1/1; 7/1 7/1/2017

U.S. Bank National Association WNC Capital Partners, LLC 3,740 4,500 8/1 8/1/2017U.S. Bank National Association The Related Companies, L.P. N/A 2,000 5/1 5/1/2017Wilmington Trust, National Association Sydne Garchik; Stephen Garchik 0.250% 4,000 12/1 12/1/2016

A-1-15

A‐1‐16

Footnotes to Exhibit A-1 (1)

Low-Income units are affordable to families with incomes no greater than 80.0% of area median income in multifamily rental properties. Very Low-Income units are affordable to families with incomes no greater than 50.0% of area median income in multifamily rental properties.

(2) The related groups of underlying TELs were made to separate borrowers under common ownership.

For discussion of the risks associated with related borrower loans, see "Risk Factors - Risks Related to the Underlying TELs" in this Offering Circular Supplement.

(3)

The Administration Fee Rate includes the master servicing fee rate, sub-servicing fee rate, master servicer surveillance fee rate, special servicer surveillance fee rate, trustee fee rate and certificate administrator fee rate applicable to each underlying TEL, with the exception of the TELs identified as "Peterson Plaza" and "Marcella Manor", in which case the sub-servicing fee rate is paid separately by the borrower above the respective Note Rate for such TEL.

(4) Monthly Debt Service Amount (Amortizing) shown for underlying TELs with partial interest-only periods reflects

such amount payable after the expiration of the interest-only period. Monthly Debt Service Amount (Amortizing) shown for full-term interest-only underlying TELs is based on the Monthly Debt Service (IO) amount.

(5) Prepayment Provision is shown from the respective underlying TEL origination date.

With respect to Prepayment Provision, there is one TEL (identified as "Ethan Terrace Apartments") where the related mortgaged property benefits from a tax abatement or similar agreement that expires during the term of the related underlying mortgage loan, and pursuant to the related underlying mortgage loan documents, if the related borrower does not obtain approval for the continuation of such tax abatement or similar agreement by a designated date, such related borrower will be required to prepay in part the underlying mortgage loan by an amount specified in the related underlying mortgage loan documents along with any applicable prepayment premium. The Appraised Value for the mortgaged real property reflects the “as-is” value assuming a full property tax abatement. For discussion of the related tax abatement or similar agreement, see “Risk Factors–Risks Related to the Underlying Mortgage Loans” in the Offering Circular Supplement.

With respect to Prepayment Provision, for the TEL identified as "El Paso Portfolio," the borrower is required to prepay in part such TEL in an amount not to exceed $5,962,500 if the mortgaged property does not meet certain requirements pursuant to the related loan documents.

(6) Initial Escrow Balances are as of the related underlying TEL origination date, not as of the Cut-Off Date.

(7) With respect to Replacement Reserve (Monthly), there are four TELs (identified as "Crossroads Of New

Brighton," "Northgate Plaza," "Crossroads Of Edina" and "Ethan Terrace Apartments") that require the monthly reserve payments to increase by 3.0% annually.

(8) With respect to Other Escrow (Monthly), a springing Radon Remediation Reserve (Monthly) commences upon the related long term radon test concluding radon concentrations greater than 4 pCi/L of repair costs.

(9) Certain underlying TELs identified on Exhibit A-1 as having a Green Improvements Reserve were underwritten

in accordance with Freddie Mac’s Green UpTM or Green Up PlusTM programs. Such underlying TELs were underwritten assuming that the related borrower will make certain energy and/or water/sewer improvements to a mortgaged real property generally within 2 years after the origination of the related underlying TEL. The lender typically escrows 125% of the cost to complete such capital improvements.

(10)

See "Permitted Additional Debt - Subordinate Liens" in the Offering Circular Supplement for details on additional financing.

A‐1‐17

(11)

The 13 mortgaged real properties securing the TEL identified as "El Paso Portfolio" are each subject to a ground lease dated April 1, 2015, between the Housing Authority of the City of El Paso, as ground lessor, and the related borrower, as ground lessee. The current fixed rent under the ground lease is $135,999, payable in annual installments. The ground lease is scheduled to terminate in 2090.

(12)

The underlying TEL identified as "Peterson Plaza" accrues interest at a floating interest rate based on SIFMA plus a margin. Such TEL accrues interest on an Actual/Actual Basis. The related underlying mortgage loan has the benefit of an Interest Rate Cap Agreement that is currently in place. The SIFMA cap strike rate under that Interest Rate Cap Agreement is 4.000%. The Interest Rate Cap Agreement expires on August 11, 2022. Additionally, the Interest Rate Cap Reserve (Monthly) is only for 36 months, ending with the September 2018 payment.

Interest accrues from the first day to the last day of the respective month prior to any scheduled payment date. For each weekly interest accrual period, the SIFMA rate is determined on the first day preceding the beginning of such interest accrual period for which the SIFMA rate has been released by the Securities Industry and Financial Markets Association. The SIFMA rate is determined on a weekly basis.

Monthly Debt Service Amount (Amortizing) shown is calculated based on the Cut-Off Date Loan Amount, the Amortization Term (Remaining), an assumed SIFMA rate of 1.0000% and the average of the 12 monthly payments starting after the Cut-Off Date.

Projected First Monthly Payment to Trust for the underlying TEL that requires payments of principal and interest as of the Cut-Off Date is calculated based on the Cut-Off Date Loan Amount, the Amortization Term (Remaining) and an assumed SIFMA rate of 1.0000%.

Monthly Debt Service Amount (at Cap) is calculated based on the Cut-Off Date Loan Amount, the Amortization Term (Remaining), the SIFMA Cap Strike Price plus the Margin and the average of the 12 monthly payments starting after the Cut-Off Date.

With respect to the Interest Rate Cap Reserve (Monthly), generally the related borrower is required to make a monthly deposit to be used for the purchase of a replacement interest rate cap agreement upon the expiration of the interest rate cap agreement in place as of the Cut-Off Date for the related underlying mortgage loan. The escrow deposit will be recomputed semi-annually or annually, as defined in the related underlying mortgage loan documents, based on the lender's estimation of the cost of the replacement interest rate cap agreement. The replacement interest rate cap agreement must be made with a provider approved by the lender.

(13)

The underlying TEL identified as "Columbus Court," with an original principal balance of $10,500,000, and the underlying TEL identified as "Columbus Court GAP," with an original principal balance of $1,700,000, are part of a loan combination evidenced by two pari passu promissory notes with an aggregate Cut-Off Date Loan Amount of $11,997,823. Cut-Off Date Balance/Unit, Cut-Off Date LTV, Maturity Date LTV, UW NCF DSCR and UW NCF DSCR (IO) calculations include both the "Columbus Court" TEL and the respective "Columbus Court GAP" TEL.


EXHIBIT A-2

CERTAIN MORTGAGE POOL INFORMATION


The Ten Largest Underlying Mortgage Loans or Groups of Underlying Mortgage Loans1

(1) The TEL identified as Columbus Court, with an original principal balance of $10,500,000, and the TEL identified as Columbus Court GAP TEL, with an original principal balance of

$1,700,000, are part of a loan combination evidenced by two pari passu promissory notes with an aggregate original principal balance of $12,200,000. The ten largest TELs or underlying Groups of TELs as a % of pool includes both the Columbus Court and Columbus Court GAP TEL as they are a crossed collateralized group and are secured by a mortgage loan secured by one (1) mortgaged real property. For these two (2) TELs, the Underwritten Debt Service Coverage Ratio, Underwritten Debt Service Coverage Ratio (IO), Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio, and Cut-Off Balance/Unit calculations include both the Columbus Court TEL and the respective Columbus Court GAP TEL.

Collateral Locations

Note: All DSCR calculations are based on amortizing debt service payments with the exception of one (1) full term interest-only TEL which is based on interest-only payments. Calculations include one (1) SIFMA-based floating-rate TEL identified on the Exhibit A-1 as Peterson Plaza. All calculations for the Peterson Plaza TEL were based on the mortgage note rate of 2.680%, which includes an assumed SIFMA rate of 1.000%.

Number of Cut-off Date % of Initial Cut-off Mortgaged Property Principal Mortgage Underwritten Date LTV Mortgage

Loan Name Properties Sub-Type Location Balance Pool Balance DSCR Ratio RateSquire Village 1 Townhome Manchester, CT $62,000,000 20.0% 1.30x 83.2% 3.860%El Paso Portfolio 13 Various El Paso, TX 59,190,231 19.1 1.53x 75.4% 4.280%Morh I 1 Garden Oakland, CA 53,380,000 17.2 1.29x 82.0% 3.680%Peterson Plaza 1 Age Restricted Chicago, IL 24,013,762 7.7 1.88x 76.7% 2.680%Oak Center I 1 Garden Oakland, CA 23,500,000 7.6 1.35x 79.7% 3.640%Marcella Manor 1 Age Restricted Arvada, CO 20,599,576 6.6 1.20x 88.0% 4.160%Crossroads Of New Brighton 1 Age Restricted New Brighton, MN 17,609,682 5.7 1.25x 78.6% 3.670%Northgate Plaza 1 Age Restricted Rochester, MN 13,169,629 4.2 1.26x 85.0% 3.890%Columbus Court(1) 1 Garden Tampa, FL 11,997,823 3.9 1.35x 76.4% 3.379%Plaza Townhomes 1 Townhome Portland, OR 10,500,000 3.4 1.32x 79.2% 3.620%Total / Wtd. Average 22 $295,960,704 95.3% 1.39x 80.3% 3.781%

Underlying Mortgaged Property Geographic Distribution Weighted Weighted

Number of Cut-off Date % of Initial Average Average WeightedMortgaged Principal Mortgage Underwritten Cut-off Date Average

Property Location Properties Balance Pool Balance DSCR LTV Ratio Mortgage RateCalifornia 3 $82,780,000 26.7% 1.29x 80.6% 3.716%Connecticut 1 62,000,000 20.0 1.30x 83.2% 3.860%Texas 13 59,190,231 19.1 1.53x 75.4% 4.280%Minnesota 3 39,479,311 12.7 1.29x 81.7% 3.829%Illinois 1 24,013,762 7.7 1.88x 76.7% 2.680%Colorado 1 20,599,576 6.6 1.20x 88.0% 4.160%Florida 1 11,997,823 3.9 1.35x 76.4% 3.379%Oregon 1 10,500,000 3.4 1.32x 79.2% 3.620%

Total / Wtd. Average 24 $310,560,704 100.0% 1.38x 80.2% 3.800%

® A-2-1


Underlying Mortgage Loan Cut-off Date Principal BalancesNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Range of Cut-off Date Balances Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate$1,700,000 - $4,999,999 1 $1,700,000 0.5% 1.35x 76.4% 1.680%$5,000,000 - $9,999,999 2 14,600,000 4.7 1.29x 78.2% 4.177%$10,000,000 - $14,999,999 3 33,967,452 10.9 1.31x 80.6% 3.737%$15,000,000 - $19,999,999 1 17,609,682 5.7 1.25x 78.6% 3.670%$20,000,000 - $49,999,999 3 68,113,338 21.9 1.49x 81.2% 3.459%$50,000,000 - $59,999,999 2 112,570,231 36.2 1.42x 78.5% 3.995%$60,000,000 - $62,000,000 1 62,000,000 20.0 1.30x 83.2% 3.860%


Underlying Mortgage Loan Underwritten Debt Service Coverage RatiosNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Range of Underwritten DSCRs Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate1.11x - 1.27x 4 $57,278,887 18.4% 1.22x 82.7% 3.967%1.28x - 1.29x 1 53,380,000 17.2 1.29x 82.0% 3.680%1.30x - 1.39x 5 107,997,823 34.8 1.32x 81.3% 3.735%1.40x - 1.49x 1 8,700,000 2.8 1.41x 82.9% 4.060%1.50x - 1.69x 1 59,190,231 19.1 1.53x 75.4% 4.280%1.70x - 1.88x 1 24,013,762 7.7 1.88x 76.7% 2.680%


Underlying Mortgage Loan Cut-off Date Loan-to-Value RatiosNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Range of Cut-off Date LTV Ratios Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate71.2% - 74.9% 1 $5,900,000 1.9% 1.11x 71.2% 4.350%75.0% - 79.9% 7 146,811,499 47.3 1.50x 77.0% 3.722%80.0% - 84.9% 3 124,080,000 40.0 1.30x 82.7% 3.797%85.0% - 88.0% 2 33,769,205 10.9 1.22x 86.8% 4.055%


Underlying Mortgage Loan Maturity Date Loan-to-Value RatiosNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Maturity Date Average

Range of Maturity Date LTV Ratios Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate54.3% - 54.9% 1 $59,190,231 19.1% 1.53x 54.3% 4.280%55.0% - 59.9% 7 122,887,506 39.6 1.30x 57.8% 3.669%60.0% - 64.3% 5 128,482,967 41.4 1.40x 63.1% 3.704%


Underlying Mortgage Loan TypeNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Loan Type Loans Balance Pool Balance DSCR LTV Ratio Mortgage RateFixed Rate 12 $286,546,942 92.3% 1.34x 80.5% 3.894%Floating Rate 1 24,013,762 7.7 1.88x 76.7% 2.680%


® A-2-2


Underlying Mortgage Loan Mortgage RatesNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Range of Mortgage Rates Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate1.680% - 1.999% 1 $1,700,000 0.5% 1.35x 76.4% 1.680%2.000% - 2.749% 1 24,013,762 7.7 1.88x 76.7% 2.680%2.750% - 3.749% 5 115,287,506 37.1 1.30x 80.3% 3.663%3.750% - 3.999% 2 75,169,629 24.2 1.29x 83.5% 3.865%4.000% - 4.249% 2 29,299,576 9.4 1.26x 86.5% 4.130%4.250% - 4.350% 2 65,090,231 21.0 1.49x 75.0% 4.286%


Underlying Mortgage Loan Prepayment ProtectionNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Prepayment Protection Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate

Defeasance, then defeasance or greater of YM or 1%, then defeasance or 1%

11 $284,846,942 91.7% 1.34x 80.6% 3.907%

Lockout, then 1% Penalty 1 24,013,762 7.7 1.88x 76.7% 2.680%Open 1 1,700,000 0.5 1.35x 76.4% 1.680%


Underlying Mortgage Loan Amortization TypeNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Amortization Type Loans Balance Pool Balance DSCR LTV Ratio Mortgage RatePartial IO 7 $223,170,231 71.9% 1.36x 80.0% 3.915%Balloon 5 85,690,473 27.6 1.43x 81.0% 3.543%Interest Only 1 1,700,000 0.5 1.35x 76.4% 1.680%


Underlying Mortgage Loan Original Term to MaturityNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Original Term to Maturity (months) Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate18 - 60 1 $1,700,000 0.5% 1.35x 76.4% 1.680%61 - 217 12 308,860,704 99.5 1.38x 80.3% 3.812%Total / Wtd. Average 13 $310,560,704 100.0% 1.38x 80.2% 3.800%

Underlying Mortgage Loan Remaining Term to MaturityNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Remaining Term to Maturity (months) Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate2 - 60 1 $1,700,000 0.5% 1.35x 76.4% 1.680%61 - 186 12 308,860,704 99.5 1.38x 80.3% 3.812%


® A-2-3


Underlying Mortgage Loan Original Amortization TermNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Original Amortization Term (months) Loans Balance Pool Balance DSCR LTV Ratio Mortgage RateInterest Only 1 $1,700,000 0.5% 1.35x 76.4% 1.680%420 12 308,860,704 99.5 1.38x 80.3% 3.812%


Underlying Mortgage Loan Remaining Amortization TermNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Remaining Amortization Term (months) Loans Balance Pool Balance DSCR LTV Ratio Mortgage RateInterest Only 1 $1,700,000 0.5% 1.35x 76.4% 1.680%394 - 420 12 308,860,704 99.5 1.38x 80.3% 3.812%


Underlying Mortgage Loan SeasoningNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Seasoning (months) Loans Balance Pool Balance DSCR LTV Ratio Mortgage Rate14 - 23 11 $227,356,710 73.2% 1.29x 81.9% 3.793%24 - 31 2 83,203,994 26.8 1.63x 75.8% 3.818%


Underlying Mortgage Loan Loan PurposeNumber of Weighted WeightedUnderlying Cut-off Date % of Initial Average Average WeightedMortgage Principal Mortgage Underwritten Cut-off Date Average

Loan Purpose Loans Balance Pool Balance DSCR LTV Ratio Mortgage RateAcquisition 13 $310,560,704 100.0% 1.38x 80.2% 3.800%


Underlying Mortgaged Property Sub-Type Weighted Weighted


Property Sub-Type Properties Balance Pool Balance DSCR LTV Ratio Mortgage RateGarden 14 $148,692,546 47.9% 1.38x 78.4% 3.894%Townhome 5 85,528,346 27.5 1.33x 82.3% 3.872%Age Restricted 5 76,339,812 24.6 1.44x 81.6% 3.536%


® A-2-4


Underlying Mortgaged Property Year Built / Renovated Weighted Weighted


Most Recent Year Built / Renovated Properties Balance Pool Balance DSCR LTV Ratio Mortgage Rate1964 - 1969 1 $5,900,000 1.9% 1.11x 71.2% 4.350%1970 - 1979 14 96,294,919 31.0 1.36x 79.2% 3.959%1980 - 1989 3 26,766,942 8.6 1.84x 76.6% 2.845%1990 - 1999 1 62,000,000 20.0 1.30x 83.2% 3.860%2000 - 2009 4 106,429,214 34.3 1.36x 80.3% 3.820%2010 - 2017 1 13,169,629 4.2 1.26x 85.0% 3.890%


Underlying Mortgaged Property Current Occupancy Weighted Weighted


Current Occupancy Properties Balance Pool Balance DSCR LTV Ratio Mortgage Rate58.7% - 64.9% 4 $21,100,685 6.8% 1.53x 75.4% 4.280%65.0% - 74.9% 3 29,235,334 9.4 1.53x 75.4% 4.280%75.0% - 84.9% 2 4,427,409 1.4 1.53x 75.4% 4.280%85.0% - 89.9% 3 3,479,640 1.1 1.53x 75.4% 4.280%90.0% - 94.9% 1 11,997,823 3.9 1.35x 76.4% 3.379%95.0% - 99.9% 8 142,840,236 46.0 1.39x 80.8% 3.659%100.0% 3 97,479,576 31.4 1.29x 82.7% 3.772%


® A-2-5


EXHIBIT A-3

DESCRIPTION OF THE TEN LARGEST UNDERLYING MORTGAGE LOANS


Description of the Ten Largest Underlying Mortgage Loans or Groups of Underlying Mortgage Loans

1. Squire Village

Original Principal Balance: $62,000,000

Cut-off Date Principal Balance: $62,000,000

Maturity Date Principal Balance: $47,866,264

% of Initial TEL Pool Balance: 20.0%

Loan Purpose: Acquisition

Rate Type: Fixed

Interest Rate: 3.860%

First Payment Date: June 1, 2016

Maturity Date: May 1, 2032

Amortization: IO (36), then amortizing 35-year schedule

Call Protection: D(119) DYM1%(66) D1%(3) O(4)

Cash Management: N/A

Cut-off Date Principal Balance / Unit: $163,588

Maturity Date Principal Balance / Unit: $126,296

Cut-off Date LTV: 83.2%

Maturity Date LTV: 64.3%

Underwritten DSCR: 1.30x

# of Units/Low Income/V. Low Income: 379 / 367 / 338

Collateral: Fee Simple

Location: Manchester, CT

Property Sub-type: Townhome

Year Built / Renovated: 1972 / 1995

Occupancy: 98.7% (6/30/2017)

Underwritten / Most Recent NCF: $4,200,130 / $3,782,067

Average Effective Annual Rent / Unit: $20,442 (6/30/2017)

Generally. The underlying mortgage loan is secured by a mortgaged real property operating as a townhome multifamily affordable housing rental property (“Squire Village”). Property Management. The mortgaged property is managed by a subsidiary of the Winn Companies, WinnResidential Connecticut, LLC. The Winn Companies is the sixth-largest multifamily property management company and the largest manager of affordable and privatized military housing in the United States. Competitive Conditions. Squire Village is located within the Hartford-East Hartford-Manchester, CT metropolitan statistical areas (“MSA”). Squire Village is one of twelve (12) comparable multifamily rental properties located within the Squire Village market area identified in the appraisal for use in calculating the market value of the mortgaged real property.

® A-3-1

2. El Paso Portfolio






Rate Type: Fixed


First Payment Date: May 1, 2015










# of Units/Low Income/V. Low Income: 1,590 / 1,590 / 1,149

Collateral: Leasehold

Location: El Paso, TX

Property Sub-type: Various

Year Built / Renovated: Various / Various

Occupancy: 71.9% (6/30/2017)



Generally. The underlying mortgage loan is secured by thirteen (13) mortgaged real properties operating as multifamily affordable housing rental properties (“El Paso Portfolio”). Property Management. El Paso Portfolio is managed by EP Housing Operations & Management Enterprises PFC, a borrower-affiliated entity (“EP Housing”). EP Housing is a newly formed subsidiary of the Housing Authority of the City of El Paso (“HACEP”). HACEP is the 14th largest housing authority in the country and owns and manages thirty-four (34) projects which contain affordable rental units. HACEP has developed one of the largest and most comprehensive affordable housing programs in the country. Competitive Conditions. Each of the mortgaged real properties comprising the El Paso Portfolio are located within the El Paso, TX MSA. Each of the mortgaged real properties comprising the El Paso Portfolio was one of eight comparable multifamily rental properties located within the MSA identified in the related appraisals for use in calculating the market value of each such mortgaged real property.

® A-3-2

3. Morh I






Rate Type: Fixed



Maturity Date: April 1, 2033











Location: Oakland, CA

Property Sub-type: Garden


Occupancy: 100.0% (6/30/2017)



Generally. The underlying mortgage loan is secured by a mortgaged real property operating as a garden style multifamily affordable housing rental property (“Morh I”). Property Management. Morh I is managed by Related Management Company, L.P., (“RMC”) a borrower-affiliated entity. RMC has over 40 years of property management experience with LIHTC properties and currently manages 43,172 units across the United States, including a total of 72 affordable LIHTC properties totaling 7,286 units nationwide. Competitive Conditions. Morh I is located within the San Francisco-Oakland Standard MSA. Morh I is one of eight (8) comparable multifamily rental properties located within the MSA identified in the appraisal for use in calculating the market value of the mortgaged real property.

® A-3-3

4. Peterson Plaza(1)






Rate Type: Floating


First Payment Date: October 1, 2015

Maturity Date: September 1, 2031

Amortization: Amortizing 35-year schedule

Call Protection: L(23) 1%(96) O(73)









Location: Chicago, IL

Property Sub-type: Age Restricted

Year Built / Renovated: 1983 / N/A

Occupancy: 99.5% (6/29/2017)


(1) The Peterson Plaza mortgage loan is a SIFMA-based floating-rate loan. All calculations were based on the mortgage note rate of 2.680%. The Peterson Plaza mortgage loan accrues interest based on 1-week SIFMA plus a margin of 1.680%. For calculation purposes, an assumed SIFMA of 1.000% was used. The Peterson Plaza mortgage loan is subject to a SIFMA Strike Rate of 4.000%. The Peterson Plaza borrower purchased a SIFMA interest rate cap agreement from SMBC Capital Markets, Inc.

5. Oak Center I






Rate Type: Fixed



Maturity Date: April 1, 2033











Location: Oakland, CA



Occupancy: 100.0% (8/31/2017)


® A-3-4

6. Marcella Manor






Rate Type: Fixed


First Payment Date: April 1, 2016

Maturity Date: February 1, 2032











Location: Arvada, CO



Occupancy: 100.0% (6/30/2017)


7. Crossroads Of New Brighton






Rate Type: Fixed


First Payment Date: June 1, 2016












Location: New Brighton, MN



Occupancy: 97.7% (6/27/2017)


® A-3-5

8. Northgate Plaza






Rate Type: Fixed


First Payment Date: September 1, 2016

Maturity Date: August 1, 2032











Location: Rochester, MN



Occupancy: 98.7% (6/30/2017)

Underwritten / Most Recent NCF: $884,125 / $1,034,297

9. Columbus Court(1)






Rate Type: Fixed


First Payment Date: August 1, 2016

Maturity Date: Various – See Exhibit A-1

Amortization: Various – See Exhibit A-1

Call Protection: Various – See Exhibit A-1









Location: Tampa, FL



Occupancy: 93.8% (10/3/2017)

Underwritten / Most Recent NCF: $758,838 / $680,414

(1) The TEL identified as Columbus Court, with an original principal balance of $10,500,000, and the TEL identified as Columbus Court GAP TEL, with an original principal balance of $1,700,000, are part of a loan combination evidenced by two pari passu promissory notes with an aggregate original principal balance of $12,200,000. For these two (2) TELs, the Underwritten Debt Service Coverage Ratio, Underwritten Debt Service Coverage Ratio (IO), Cut-off Date Loan-to-Value Ratio, Maturity Date Loan-to-Value Ratio, Interest Rate and Cut-off Balance /Unit calculations include both the Columbus Court TEL and the respective Columbus Court GAP TEL.

® A-3-6

10. Plaza Townhomes






Rate Type: Fixed


First Payment Date: October 1, 2016

Maturity Date: September 1, 2032











Location: Portland, OR

Property Sub-type: Townhome


Occupancy: 97.1% (8/31/2017)

Underwritten / Most Recent NCF: $696,580 / $814,429

® A-3-7


EXHIBIT B

FORM OF CERTIFICATE ADMINISTRATOR’S STATEMENT TO CERTIFICATEHOLDERS


December 2017

FRETE 2017-ML03 Trust, Multifamily ML Certificates, Series ML-03

TABLE OF CONTENTS

ADMINISTRATOR

PARTIES TO THE TRANSACTION

DATES

Name:

Title:

Address:

Phone:

Email:

Website:

Mortgage Loan Seller: Federal Home Loan Mortgage Corporation

Guarantor: Federal Home Loan Mortgage Corporation

Depositor: Federal Home Loan Mortgage Corporation

Trustee: U.S. Bank National Association

Certificate Administrator: U.S. Bank National Association

Custodian: U.S. Bank National Association

Master Servicer: Federal Home Loan Mortgage Corporation

Special Servicer: Midland Loan Services, A Division of PNC, National

Association

Wells Fargo Bank, National Association

Payment Date: Dec 26, 2017

Prior Payment:

Next Payment: Jan 25, 2018

Determination Date: Dec 11, 2017

First Payment Date: Dec 26, 2017

Closing Date: Nov 28, 2017

Cut-off Date: Nov 1, 2017

* This report contains, or is based on, information furnished to U.S. Bank Global Corporate Trust Services ("U.S. Bank") by one or more third parties (e.g. Servicers, Master Servicer, etc.), and U.S.

Bank has not independently verified information received from any such third party.

Payment Detail Page 1

Factor Detail Page 2

Principal Detail Page 3

Interest Detail Page 4

Reconciliation of Funds Page 5

Additional Reconciliation Detail Page 6

Historical Bond Collateral Realized Loss Reconciliation Page 8

Historical Delinquency & Liquidation Summary Page 9

REO Status Report Page 10

Historical Liquidation Loss Loan Detail Page 11

Interest Shortfall Reconciliation Page 12

NOI Loan Detail Page 13

Appraisal Reduction Report Page 14

Loan Level Detail Page 15

Historical Loan Modification Report Page 16

Material Breaches and Document Defects Page 17

Mortgage Loan Characteristics Page 18

Delinquent Loan Detail Page 22

Specially Serviced Loan Detail Page 23

Specially Serviced Loan Comment Page 24

Pass-Through Next Pass- Original Beginning Principal Interest Total Negative Realized Ending

Class Rate Through Rate Balance Balance Distribution Distribution Distribution Amortization Loss Balance

A 1.38400% 1.38400% #VALUE! 0.00 #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

B 2.45600% 2.45600% 91,641,000.00 0.00 #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

X 0.00000% 0.00000% #VALUE! 0.00 #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

0.00000% 0.00000% #VALUE! 0.00 #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

0.00000% 0.00000% #VALUE! 0.00 #DIV/0! 0.00 #DIV/0! 0.00 #DIV/0! #DIV/0!

#DIV/0! #DIV/0! #VALUE! 0.00 0.00 #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

0.10000% 0.10000% #VALUE! 0.00 0.00 #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

0.10000% 0.10000% #VALUE! 0.00 0.00 #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

#DIV/0! #DIV/0! #VALUE! 0.00 0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0!

0.00000% 0.00000% #VALUE! 0.00 0.00 #DIV/0! #DIV/0! 0.00 0.00 0.00

Totals: #VALUE! 0.00 #DIV/0! #DIV/0! #DIV/0! 0.00 #DIV/0! #DIV/0!

PAYMENT DETAIL

December 2017

PAYMENT DETAIL


Page 1 of 24

Beginning Principal Interest Total Realized Ending

Class Cusip Balance Distribution Distribution Distribution Loss Balance

A 30292HAB2 #VALUE! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!

B 30292HAE6 0.00000000 #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!

X 30292HAU0 #VALUE! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!

30292HAW6 #VALUE! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0!

30292HAY2 #VALUE! #DIV/0! #VALUE! #DIV/0! #DIV/0! #DIV/0!

#VALUE! #VALUE! #DIV/0! #DIV/0! 0.00000000 #DIV/0!




#VALUE! #VALUE! 0.00000000 0.00000000 0.00000000 0.00000000

Totals: #VALUE! #DIV/0! #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00

FACTOR DETAIL

December 2017

FACTOR DETAIL


Page 2 of 24

Beginning Scheduled Unscheduled Realized Ending Deficiency Prin

Class Balance Principal Principal Loss Balance Amount Paid Original Current

A 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00 #VALUE! #DIV/0!

B 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00 #VALUE! #DIV/0!

0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00 #VALUE! #DIV/0!

0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00 #VALUE! #DIV/0!

0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00 0.00% 0.00%

Totals: 0.00 #DIV/0! #DIV/0! #DIV/0! #DIV/0! 0.00

Credit Support

PRINCIPAL DETAIL

December 2017

PRINCIPAL DETAIL


Page 3 of 24

Accrued Net Prepay Current Total Interest Cumul Unpaid

Certificate Interest Interest Deficiency Int Prepayment Distribution Interest

Class Interest Shortfall Shortfall Amount Paid Premium Amount Shortfall

A 0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

B 0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

X 0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

#DIV/0! #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

0.00 #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

#DIV/0! #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

0.00 0.00 0.00 0.00 0.00 #DIV/0! 0.00

Totals: #DIV/0! #DIV/0! #DIV/0! 0.00 0.00 #DIV/0! #DIV/0!

INTEREST DETAIL

December 2017

INTEREST DETAIL


Page 4 of 24

Interest Fees

Scheduled Interest (0.05) Master Servicing Fee 0.00

Interest Adjustments 0.00 Trustee Fee 0.00

Deferred Interest 0.00 Certificate Administrator Fee 0.00

Net Prepayment Shortfall 0.00 Master Servicer Surveillance Fee 0.00

Net Prepayment Interest Excess 0.00 Special Servicer Surveillance Fee

Current REO Interest Advances 0.00 CREFC® Intellectual Property Royalty

Interest Reserve (Deposit)/Withdrawal 0.00 License Fee 0.00

Interest Collections 0.00 Guarantee Fee 0.00

Miscellaneous Fee 0.00

Fee Distributions 0.00

Additional Trust Fund Expenses

Principal Reimbursed for Interest on Advances 0.00

Scheduled Principal 0.00 Net ASER Amount 0.00

Unscheduled Principal 0.00 Special Servicing Fee

Principal Adjustments 0.00 Workout Fee 0.00

Current REO Principal Advances 0.00 Liquidation Fee 0.00

Principal Collections 0.00 Special Serv Fee plus Adj. 0.00

Non-Recoverable Advances 0.00

Other 0.00 Other Expenses or Shortfalls 0.00

Static Prepayment Premium/Yield Maintenance 0.00 Additional Trust Fund Expenses 0.00

Deficiency Amount 0.00

Guarantor Payment 0.00 Guarantor Reimb/ Reimb Int/ Timing Reimb #DIV/0!

Guarantor Cap Payment (due to rising LIBOR) 0.00 Payments to Certificateholders

Other Collections Interest Distribution

Total Collection 0.00 Principal Distribution #DIV/0!

Static Prepayment Premium/Yield Maintenance #DIV/0!

Guarantor Fees (accrued) Payments to Certificateholders #DIV/0!

Guarantor Fees (paid) 0.00 Total Distribution #DIV/0!

#DIV/0!

RECONCILIATION OF FUNDS

Funds Collection Funds Distribution

December 2017

RECONCILIATION OF FUNDS


Page 5 of 24

Current Deficiency Detail:

Unpaid Balloon Realized Loss Unpaid Prin on Unpaid End

Accrued Guarantor and Additional Assum'd Final Deficiency Deficiency

Class Interest Payment Trust Fund Exp Distrib Date Amount Amount

A 0.00 0.00 0.00 0.00 0.00 0.00

X 0.00 N/A N/A N/A 0.00 0.00

Totals: 0.00 0.00 0.00 0.00 0.00 0.00

Cumulative Deficiency Detail:

Unpaid Balloon Realized Loss Unpaid Prin on Paid

Accrued Guarantor and Additional Assum'd Final Deficiency

Class Interest Payment Trust Fund Exp Distrib Date Amount

A 0.00 0.00 0.00 0.00 0.00

X 0.00 N/A N/A N/A 0.00

Totals: 0.00 0.00 0.00 0.00 0.00

Advances: Unreimbursed Indemnification Expenses:

Master Special Curr Accrued Curr Paid Cumul Unreimb

Servicer Servicer Trustee Party Indemn Exp Indemn Exp Indemn Exp

Principal 0.00 0.00 0.00 Master Servicer 0.00 0.00 0.00

Interest 0.00 0.00 0.00 Special Servicer 0.00 0.00 0.00

Trustee/Certificate Admin/Custodian 0.00 0.00 0.00

Depositor 0.00 0.00 0.00

Current Net Adv 0.00 0.00 0.00 Total: 0.00 0.00 0.00

Cumul Net Adv 0.00 0.00 0.00

Interest on Adv 0.00 Interest Reserve Account: Beg Bal (Withdraw)/Dep End Bal

Reserve Activity 0.00 0.00 0.00

ADDITIONAL RECONCILIATION DETAIL

December 2017



Page 6 of 24

Mortgage Loan Activity

Number of Beginning Current Available Ending Realized Ending

Loans Scheduled Principal Realized Interest Distribution Scheduled Losses Actual

Group Remaining Balance Remittance Losses Remittance Amount Balance Since Cutoff Balance

1 0 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00


December 2017



Page 7 of 24

December 2017

HISTORICAL BOND/COLLATERAL REALIZED LOSS RECONCILIATION


Loan ID

Curr Beg Sch

Bal of Loan at

Liquidation

Aggregate

Realized Loss

on Loans

Prior Real'd

Loss Appl'd to

Cert

Amt Covered

by OC/other

Credit Support

Int (Shortages) /

Excesses appl'd

to Real'd Loss

Mod Adj/

Appraisal

Reduction Adj

Distribution

Date

Addt'l (Recov)

Exp appl'd to

Real'd Loss

Real'd Loss

Appl'd to Cert

to Date

Recov of

Real'd Loss

paid as Cash

(Recov)/Real'd

Loss Appl'd to

Cert Int

A B C D E

Loan Count: Totals:

Prior Realized Loss Applied to Certificates

Reduction to Realized Loss applied to bonds (could represent OC, insurance policies, reserve accounts, etc)

Amounts classified by the Master as interest adjustments from general collections on a loan with a Realized Loss

Adjustments that are based on principal haircut or future interest foregone due to modification

Realized Loss Adjustments, Supplemental Recoveries or Expenses on a previously liquidated loan

Description of Fields

A

B

C

D

E

*In the Initial Period the Current Realized Loss Applied to Certificates will equal Aggregate Realized Loss on Loans - B - C - D + E instead of A - C - D + E

Page 8 of 24

December 2017

HISTORICAL DELINQUENCY & LIQUIDATION SUMMARY


30 Days Delinq 60 Days Delinq PrepaymentsREOBankruptcy Foreclosure

Count Balance Count Balance BalanceCount BalanceCountMonth BalanceCount BalanceCount BalanceCount

90+ Days Delinq(1) (1) (1)

(1) Exclusive of loans in Bankruptcy, Foreclosure and REO

Page 9 of 24

December 2017

REO STATUS REPORT


Loan ID State

Ending

Scheduled Loan

Amount Total Exposure

Most Recent

ValueREO Date

Date Asset

Expected to

be Resolved

or Foreclosed

Appraisal

Reduction

Amount

Net Proceed on

Liquidation

Other Revenue

Collected

Liquidation/

Prepayment

Date

Count:

Totals:

Page 10 of 24

December 2017

HISTORICAL LIQUIDATION LOSS LOAN DETAIL


Current

Beginning

Scheduled

BalanceMost Recent

Value

Net Proceeds

Received on

Liquidation

Liquidation

Expense

Net Proceeds

Available for

Distribution

Realized Loss

to TrustLoan IDLiquidation

Sales Price

Current Period

Adjustment to

Trust

Date of Current

Period

Adjustment to

Trust

Loss to Loan

with Cumulative

Adjustment to

Trust

Count: Totals:

Page 11 of 24

December 2017

INTEREST SHORTFALL RECONCILIATION


Special

Servicing Fee

Amount plus

Adjustments

Liquidation

Fee Amount

Workout Fee

Amount

Most Recent

Net ASER

Amount

Prepayment

Interest

(Excess)/

Shortfall *

Non-

Recoverable

(Scheduled

Interest)**

Reimbursed

Interest on

Advances

Modified

Interest Rate

Reduction/

(Excess) Current Month Outstanding

Other

Shortfalls/

(Refunds)

Current Ending

Scheduled

BalanceLoan ID

Reimbursement of

Advances to Servicer

Count:

Totals:

Total Interest Shortfall hitting the Trust: 0.00

*Total shortfall may not match impact to bonds due to, but not limited to, the net effect of PPIE and Master Servicing fees received as per the governing documents.

**In some cases, the Servicer does not withhold their Servicing Fees on Non-Recoverable loans.

Page 12 of 24

December 2017

NOI LOAN DETAIL


Loan ID ODCR

Property

Type City State

End Schedule

Balance

Most Recent

Fiscal NOI

Most Recent

NOI

Most Recent NOI

Start Dt

Most Recent NOI

End Dt Occupancy %

Occupancy as

of Date

Totals:Count:

Page 13 of 24

December 2017

APPRAISAL REDUCTION REPORT


Loan ID Property NamePaid Through

Date

ARA (Appraisal

Reduction Amount) ARA Date Most Recent Value

Most Recent

Valuation Date

Most Recent Net

ASER Amount

Cumulative ASER

Amount

Count: Totals:

Page 14 of 24

December 2017

LOAN LEVEL DETAIL


Loan ID

Property

Type

Transfer

Date State*

Maturity

Date

Neg

Am

End Schedule

Balance

Sched

P&I

Prepay

Adj

Prepay

Date

Paid

Thru

Prepay

Premium

Loan

Status **

Interest

Payment

Yield Maint

Charges

Note

Rate

Totals:Count:

** Loan Status: A = Payment not received but still in grace period; B = Late Payment but less than 30 days delinquent; 0 = Current; 1 = 30-59 Days Delinquent; 2 = 60-89 Days Delinquent;

3 = 90-120 Days Delinquent; 4 = Performing Matured Balloon; 5 = Non-Performing Matured Balloon; 6 = 121+ Days Delinquent; R = Repurchased.

* If State field is blank or 'XX', loan has properties in multiple states.

Page 15 of 24

December 2017

HISTORICAL LOAN MODIFICATION REPORT


Loan ID

Date of Last

Modification

Balance When

Sent to Special

Servicer

Modified

Balance

Old Note

Rate Old P&I

Modified

Note Rate

Modified

Payment

Amount

Old

Maturity

Date Maturity Date

Total Months for

Change of

Modification Modification Code*

*Modification Code: 1 = Maturity Date Extension; 2 = Amortization Change; 3 = Principal Write-Off; 4 =Not Used; 5 = Temporary Rate Reduction;

6 = Capitalization on Interest; 7 = Capitalization on Taxes; 8 = Other; 9 = RCombination; 10 = Forbearance.

Page 16 of 24

December 2017

MATERIAL BREACHES AND DOCUMENT DEFECTS


Loan ID

Ending Principal

Balance Material Breach Date Date Received Notice Description

Totals:Count:

Page 17 of 24

December 2017

MORTGAGE LOAN CHARACTERISTICS


Remaining Principal Balance

Count Balance ($) %

0% - 0% 0 $0.00 0.00%

Total 0 $0.00 0.00%

Gross Rate

Total Weighted Average Rate: 0.00%

-6

-4

-2

0

2

4

6

0% -

0%

Page 18 of 24

December 2017



Count Balance ($) %

UNDEFINED 0 $0.00 0.00%

Total 0 $0.00 0.00%

Geographic Distribution by State

-6

-4

-2

0

2

4

6

UNDEFIN

ED

Count Balance ($) %

UNDEFINED 0 $0.00 0.00%

Total 0 $0.00 0.00%

Property Type

UNDEFINED 0.0%

Total: 100.0%

Page 19 of 24

December 2017



Count Balance ($) %

0 - 0 0 $0.00 0.00%

Total 0 $0.00 0.00%

Seasoning

Months

Total Weighted Average Seasoning: 0

-6

-4

-2

0

2

4

6

0 - 0

Count Balance ($) %

0 - 0 0 $0.00 0.00%

Total 0 $0.00 0.00%

Remaining Term to Maturity

Months

Total Weighted Average Remaining Months: 0

-6

-4

-2

0

2

4

6

0 - 0

Page 20 of 24

December 2017



Count Balance ($) %

0.000 (N/A) 0 $0.00 0.00%

Total 0 $0.00 0.00%

DSCR

Total Weighted Average DSCR: 0.00

-6

-4

-2

0

2

4

6

0.00

0 (N

/A)

UNDEFINED 0.00%

Total: 100.00%

Count Balance ($) %

UNDEFINED 0 $0.00 0.00%

Total 0 $0.00 0.00%

Amortization Type

Page 21 of 24

December 2017

DELINQUENT LOAN DETAIL


Paid Thru

Date

Outstanding

P&I

Advances***

Outstanding

Servicing

Advances

Loan

Status

Code*

Special

Servicer

Transfer Date

Foreclosure

Date

Bankruptcy

Date

Reo

DateLoan ID

Current

P&I

Advances**

Totals:Count:

* Loan Status: A = Payment not received but still in grace period; B = Late Payment but less than 30 days delinquent; 0 = Current; 1 = 30-59 Days Delinquent; 2 = 60-89 Days Delinquent;

3 = 90-120 Days Delinquent; 4 = Performing Matured Balloon; 5 = Non-Performing Matured Balloon; 6 = 121+ Days Delinquent.

** Current advances are not provided but are derived from information received from the Servicer

***Outstanding P&I Advances include the current period P&I Advances and may include Servicer Advances.

Page 22 of 24

December 2017

SPECIALLY SERVICED (PART I) - LOAN DETAIL


Loan ID

Servicing

Xfer Date

Loan

Status

Schedule

Balance

Actual

Balance

Note

Rate

Maturity

Date

Remaining

Life

Property

Type

Geo.

Location NOI DSCR

NOI

Date

Count: Totals:

(1) Legend: A (Payment not received but still in grace period), B (Late Payment but less than 30 days delinq), 0 (Current), 1 (30-59 Days Delinq), 2 (60-89 Days Delinq), 3 (90-120 Days Delinq), 4 (Performing Matured Balloon),

5 (Non-Performing Matured Balloon), 6 (121+ Days Delinq).

Page 23 of 24

December 2017

SPECIALLY SERVICED (PART II) - SERVICER COMMENTS


Loan ID

Resolution

Strategy Comments

Page 24 of 24


C-1-1

EXHIBIT C-1

DEPOSITOR’S REPRESENTATIONS AND WARRANTIES

As of the Closing Date, the depositor will make, with respect to the TELs sold by it that we include in theissuing entity, representations and warranties that are expected to be generally in the form set forth below. Theexceptions to those representations and warranties are expected to be generally in the form set forth on Exhibit C-2to this offering circular supplement. Capitalized terms used but not otherwise defined in this Exhibit C-1 will havethe meanings set forth in the TEL Commitment.

The representations and warranties serve to contractually allocate risk between the depositor, on the one hand,and the issuing entity, on the other. We present the representations and warranties set forth below for the solepurpose of describing some of the expected terms and conditions of that risk allocation. The presentation ofrepresentations and warranties below is not intended as statements regarding the actual characteristics of the TELs,the Mortgaged Real Properties or other matters. We cannot assure you that the TELs actually conform to thestatements made in the representations and warranties that we present below.

For purposes of these representations and warranties, the phrase “to the knowledge of depositor” or “todepositor’s knowledge” will mean, except where otherwise expressly set forth below, the actual state of knowledgeof depositor or any servicer acting on its behalf regarding the matters referred to (but expressly excluding theknowledge of the holder of the related first lien (the “Fiscal Agent”), (a) after depositor’s having conducted suchinquiry and due diligence into such matters as would be customarily required by depositor’s underwriting standardsrepresented in the Freddie Mac Multifamily Seller/Servicer Guide (the “Guide”) and depositor’s credit policies andprocedures, at the time of depositor’s acquisition of the particular TEL; and (b) subsequent to such acquisition,utilizing the monitoring practices customarily utilized by depositor and its servicer pursuant to the Guide. Allinformation contained in documents which are part of or required to be part of a mortgage file will be deemed to bewithin the knowledge of depositor. Wherever there is a reference to depositor’s receipt or possession of anyinformation or documents, or to any action taken by depositor or not taken by depositor, such reference will includethe receipt or possession of such information or documents, or the taking of such action or the not taking of suchaction by either Freddie Mac or any servicer acting on its behalf.

The depositor will represent and warrant, subject to the exceptions set forth in Exhibit C-2, with respect to theTELs, that as of the date specified below or, if no date is specified, as of the Closing Date, the followingrepresentations and warranties are true and correct in all material respects:

(1) Fixed Rate/Floating Rate.

Each TEL bears interest (a) at a fixed rate or (b) at a floating rate based on the high grade market indexof tax-exempt variable rate demand obligations, as produced by Municipal Market Data and publishedor made available by the Securities Industry & Financial Markets Association and any successorthereto.

(2) Cross-Collateralized and/or Cross-Defaulted TELs.

Except with respect to any subordinate mortgage identified in paragraph 3, no TEL is cross-collateralizedor cross-defaulted with any other mortgage loan not being securitized in the pool.

(3) Subordinate Loans.

(a) As of the Origination Date, there were no subordinate mortgages securing subordinate loansencumbering the related Project, and, as of the Closing Date, the related Borrower has notacquired any permitted subordinate debt secured by the related Project from the depositor (otherthan, if applicable, other loans being held by the Trustee). The depositor has no knowledge of anymezzanine debt related to such Project.

C-1-2

(b) As of the Origination Date, there were no subordinate bridge loans secured by tax credit equitywith respect to the Project.

(4) Single Purpose Entity.

(a) The documents executed in connection with the related TEL and the related Project Loan(collectively, the “TEL Documents”) pertaining to each TEL with an original principal balance ofmore than $5,000,000 require the Borrower to be a Single Purpose Entity (defined below) for atleast as long as the TEL is outstanding, except in cases where the related Project is a residentialcooperative property.

(b) To the depositor’s knowledge, each such Borrower is a Single Purpose Entity.

For this purpose, a “Single Purpose Entity” will mean an entity (not an individual) which meets allof the following requirements:

(i) An entity whose organizational documents provide and which entity represented in therelated TEL Documents, substantially to the effect that each of the following is true withrespect to each Borrower:

(A) it was formed or organized solely for the purpose of owning and operating oneor more of the Projects securing the TELs, and

(B) it is prohibited from engaging in any business unrelated to such Project orProjects.

(ii) An entity whose organizational documents provide or which entity represented in therelated TEL Documents, substantially to the effect that all the following are true withrespect to each Borrower:

(A) it does not have any assets other than those related to its interest in and operationof such Project or Projects,

(B) it does not have any indebtedness other than as permitted by the related SecurityInstrument(s) (as defined in Section 10 below) or the other related TELDocuments,

(C) it has its own books and records and accounts separate and apart from any otherPerson (other than a Borrower for a TEL that is cross-collateralized and cross-defaulted with the related TEL), and

(D) it holds itself out as a legal entity, separate and apart from any other Person.

(c) To the depositor’s actual knowledge, each Borrower has fully complied with the requirements ofthe related TEL Documents and the Borrower’s organizational documents regarding SinglePurpose Entity status.

(d) The TEL Documents executed in connection with each TEL with an original principal balance of$5,000,000 or less prohibit the related Borrower from doing either of the following:

(i) having any assets other than those related to its interest in the related Project or itsfinancing, or

(ii) engaging in any business unrelated to such property and the related TEL.

C-1-3

(5) Licenses, Permits and Authorization.

(a) As of the Origination Date, to the depositor’s knowledge, based solely on the related Borrower’srepresentations and warranties in the related TEL Documents, the Borrower, commercial lesseeand/or operator of the Project was in possession of all material licenses, permits, andauthorizations required for use of the related Project as it was then operated.

(b) Each Borrower covenants in the related TEL Documents that it will remain in material compliancewith all material licenses, permits and other legal requirements necessary and required to conductits business.

(6) Condition of Project.

To the depositor’s knowledge, based solely upon due diligence customarily performed in connection withthe origination of comparable loans, one of the following is applicable:

(a) each related Project is free of any material damage that would materially and adversely affect theuse or value of such Project as security for the TEL (other than normal wear and tear), or

(b) to the extent a prudent lender would so require, the depositor has required a reserve, letter ofcredit, guaranty, insurance coverage or other mitigant with respect to the condition of the Project.

(7) Access, Public Utilities and Separate Tax Parcels.

All of the following are true and correct with regard to each Project:

(a) each Project is located on or adjacent to a dedicated road, or has access to an irrevocable easementpermitting ingress and egress,

(b) each Project is served by public utilities and services generally available in the surroundingcommunity or otherwise appropriate for the use in which the Project is currently being utilized,and

(c) each Project constitutes one or more separate tax parcels. In certain cases, if such Project is notcurrently a separate tax parcel, an application has been made to the applicable governing authorityfor creation of separate tax parcels, in which case the TEL Documents require the Borrower toescrow an amount sufficient to pay taxes for the existing tax parcel of which the Project is a partuntil the separate tax parcels are created.

Any requirement described in clauses (a), (b) or (c) will be satisfied if such matter is covered by anendorsement or affirmative insurance under the related Title Policy (defined in paragraph 11).

(8) Taxes and Assessments.

One of the following is applicable:

(a) there are no delinquent or unpaid taxes, assessments (including assessments payable in futureinstallments) or other outstanding governmental charges affecting any Project that are or maybecome a lien on such Project of priority equal to or higher than the lien of the related SecurityInstrument (as defined in Section 10 below) (“Unpaid Taxes/Assessments”), or

(b) if any Unpaid Taxes/Assessments exist with respect to any Project, an escrow of funds has beenestablished in an amount (including all ongoing escrow payments to be made prior to the date onwhich any such taxes and assessments become delinquent) sufficient to cover the payment of suchUnpaid Taxes/Assessments.

C-1-4

For purposes of this representation and warranty, real property taxes and assessments will not beconsidered unpaid until the date on which interest or penalties would be first payable.

(9) Ground Leases.

No TEL is secured in whole or in part by the related Borrower’s interest as lessee under a ground lease ofthe related Project without also being secured by the related fee interest in such Project.

(10) Valid First Lien.

(a) The security instrument (each, a “Security Instrument”) securing each related Project Loan createsa valid and enforceable first priority lien on the related Project, subject to Permitted Encumbrances(defined below) and except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or other laws affecting the enforcement of creditors’ rights or bygeneral principles of equity (regardless of whether such enforceability is considered in aproceeding in equity or at law).

(b) If the related TEL is cross-collateralized with any other TEL(s), the related Security Instrumentencumbering the related Project also secures such other TEL(s).

(c) The related Project is free and clear of any mechanics’ and materialmen’s liens which are prior toor equal in priority with the lien of the related Security Instrument, except those which are bondedover, escrowed for or insured against by a Title Policy.

(d) A UCC financing statement has been filed and/or recorded (or sent for filing or recording) in allplaces (if any) necessary at the time of origination of the TEL to perfect a valid security interest infixtures located on the related Project (except if the Project is located in a jurisdiction that permitsthe Security Instrument to constitute a fixture filing, in which case the Security Instrumentconstitutes a fixture filing) and the personal property owned by Borrower and reasonablynecessary to operate the related Project in its current use other than for any of the following:

(i) non-material personal property,

(ii) personal property subject to purchase money security interests, and

(iii) personal property that is leased equipment, to the extent a security interest may be createdby filing or recording.

Notwithstanding the foregoing, no representation is made as to the perfection of any securityinterest in rents or other personal property to the extent that possession or control of such items oractions other than the filing of UCC financing statements are required in order to effect suchperfection.

(e) Any Security Instrument related to and delivered in connection with the TEL establishes andcreates a valid and enforceable lien on the property described therein (other than on healthcarelicenses or on payments to be made under Medicare, Medicaid or similar federal state or localthird-party payor programs that are not assignable without governmental approval), subject toPermitted Encumbrances (as defined in Section 11(h) below) and except as enforcement may belimited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting theenforcement of creditors’ rights or by general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).

C-1-5

(11) Title Insurance.

(a) Each Project is covered by an ALTA lender’s title insurance policy (or its equivalent as set forth inthe applicable jurisdiction) (a “Title Policy”), in the original principal amount of the related TEL(or the allocated loan amount of the portions of the Project that are covered by such Title Policy).

(b) Each Title Policy insures that the related Security Instrument is a valid first priority lien on therelated Project, subject only to Permitted Encumbrances (as defined in Section 11(h) below).

(c) Each Title Policy is in full force and effect, and all premiums have been paid.

(d) Each Title Policy contains no exclusion for, or affirmatively insures (except for any Projectlocated in a jurisdiction where such affirmative insurance is not available) each of the following:

(i) the Project has access to a public road,

(ii) the area shown on the survey is the same as the property legally described in the SecurityInstrument,

(iii) unless the property is located in one of the Super Lien States (defined below), the lien ofthe Security Instrument is superior to a lien created by any applicable statute relating toenvironmental remediation, and

(iv) to the extent that the Project consists of two or more adjoining parcels, such parcels arecontiguous.

(e) No material claims have been made or paid under the Title Policy.

(f) The depositor has not done, by act or omission, anything that would materially impair or diminishthe coverage under the Title Policy, and has no knowledge of any such action or omission.

(g) The applicable Governmental Lender and/or Fiscal Agent, and their successors and assigns, arethe sole named insureds under the Title Policy.

(h) To the depositor’s knowledge, the insurer of the Title Policy is qualified to do business in thejurisdiction in which the related Project is located.

“Permitted Encumbrances” will mean:

(i) the lien of current real property taxes, ground rents, water charges, sewer rents andassessments not yet delinquent,

(ii) covenants, conditions and restrictions, rights of way, easements and other matters ofpublic record specifically identified in the Title Policy, none of which, individually or inthe aggregate, materially interferes with any of the following:

(A) the current use of the Project,

(B) the security in the collateral intended to be provided by the lien of such SecurityInstrument,

(C) the related Borrower’s ability to pay its obligations when they become due, or

(D) the value of the Project,

C-1-6

(iii) exceptions (general and specific) and exclusions set forth in such Title Policy, none ofwhich, individually or in the aggregate, materially interferes with any of the following:





(iv) the rights of tenants, as tenants only, under leases, including subleases, pertaining to therelated Project,

(v) other matters to which similar properties are commonly subject, none of which,individually or in the aggregate, materially interferes with any of the following:





(vi) if the related TEL is cross-collateralized with any other TEL(s), the lien(s) of the SecurityInstrument(s) securing any such cross-collateralized TEL(s).

“Super Lien States” means Alaska, Arizona, Arkansas, Connecticut, Delaware, District ofColumbia, Hawaii, Illinois, Louisiana, Maine, Massachusetts, Michigan, Minnesota, Missouri,Montana, New Hampshire, New Jersey, New Mexico, New York, North Dakota, Ohio, Oklahoma,Pennsylvania, Texas, Washington and/or Wisconsin.

(12) Encroachments.

(a) To the depositor’s knowledge (based upon surveys and/or the Title Policy obtained in connectionwith the origination of the TELs), as of the related Origination Date of each TEL, all of thematerial improvements on the related Project that were considered in determining the appraisedvalue of the Project lay wholly within the boundaries and building restriction lines of suchproperty, and there are no encroachments of any part of any building over any easement, exceptfor one or more of the following:

(i) encroachments onto adjoining parcels that are insured against by the related Title Policy,

(ii) encroachments that do not materially and adversely affect the operation, use or value ofsuch Project or the security intended to be provided by the related Security Instrument,

(iii) violations of the building restriction lines that are covered by ordinance and law coveragein amounts customarily required by prudent multifamily mortgage lenders for similarproperties,

(iv) violations of the building restriction lines that are insured against by the related TitlePolicy, or

C-1-7

(v) violations of the building restriction lines that do not materially and adversely affect theoperation, use or value of such Project or the security intended to be provided by theMortgage.

(i) To the depositor’s knowledge (based on surveys and/or the Title Policy obtained in connectionwith the origination of the TELs), as of the related Origination Date of each TEL, noimprovements on adjoining properties materially encroached upon such Project so as to materiallyand adversely affect the operation, use or value of such Project or the security intended to beprovided by the related Security Instrument, except those encroachments that are insured againstby the related Title Policy.

(13) Zoning.

Based upon the “Zoning Due Diligence” (defined below) one of the following is applicable to each Project:

(a) the improvements located on or forming part of each Project materially comply with applicablezoning laws and ordinances, or

(b) the improvements located on or forming part of each Project constitute a legal non-conforming useor structure and one of the following is true:

(i) the non-compliance does not materially and adversely affect the value of the relatedProject, or

(ii) ordinance and law coverage was provided in amounts customarily required by prudentmultifamily mortgage lenders for similar properties.

The foregoing may be based upon one or more of the following (“Zoning Due Diligence”):

(a) a statement of full restoration by a zoning authority,

(b) copies of legislation or variance permitting full restoration of the Project,

(c) a damage restoration statement along with an evaluation of the Project,

(d) a zoning report prepared by a company acceptable to the depositor,

(e) an opinion of counsel, and/or

(f) other due diligence considered reasonable by prudent multifamily mortgage lenders in the lendingarea where the subject Project is located (such reasonable due diligence includes, but is not limitedto, ordinance and law coverage as specified in clause (b)(ii) above).

(14) Environmental Conditions.

(a) As of the Origination Date, each Borrower represented and warranted in all material respects thatto its knowledge, such Borrower has not used, caused or permitted to exist (and will not use, causeor permit to exist) on the related Project any Hazardous Materials (as defined below) in anymanner which violates federal, state or local laws, ordinances, regulations, orders, directives orpolicies governing the use, storage, treatment, transportation, manufacture, refinement, handling,production or disposal of Hazardous Materials or other environmental laws, subject to each of thefollowing:

(i) exceptions set forth in certain environmental reports obtained with respect to the Project(“Environmental Reports”),

C-1-8

(ii) Hazardous Materials that are commonly used in the operation and maintenance ofproperties of similar kind and nature to the Project,

(iii) Hazardous Materials that are commonly used in accordance with prudent managementpractices and applicable law, and

(iv) Hazardous Materials that are commonly used in a manner that does not result in anycontamination of the Project that is not permitted by law).

(b) Each Security Instrument requires the related Borrower to comply, and to cause the related Projectto be in compliance, with all Hazardous Materials Laws (as defined below) applicable to theProject.

(c) Each Borrower (or an affiliate thereof) has agreed to indemnify, defend and hold the lender and itssuccessors and assigns harmless from and against losses, liabilities, damages, injuries, penalties,fines, expenses, and claims of any kind whatsoever (including attorneys’ fees and costs) paid,incurred or suffered by, or asserted against, any such party resulting from a breach of theforegoing representations or warranties given by the Borrower in connection with such TEL.

(d) A Phase I Environmental Report and, in the case of certain TELs, a Phase II Environmental Report(in either case meeting ASTM International standards), was conducted by a reputableenvironmental consulting firm with respect to the related Project within 12 months of theOrigination Date.

(e) If any material non-compliance or material existence of Hazardous Materials was indicated in anyPhase I Environmental Report or Phase II Environmental Report, then at least one of the followingstatements is true:

(i) funds reasonably estimated to be sufficient to cover the cost to cure any material non-compliance with applicable environmental laws or material existence of HazardousMaterials have been escrowed, or a letter of credit in such amount has been provided, bythe related Borrower and held by the depositor or its servicer,

(ii) if the Environmental Report recommended an operations and maintenance plan, but notany material expenditure of funds, the related Borrower has been required to maintain anoperations and maintenance plan,

(iii) the environmental condition identified in the related Environmental Report wasremediated or abated in all material respects,

(iv) a “no further action” or closure letter was obtained from the applicable governmentalregulatory authority (or the environmental issue affecting the related Project wasotherwise listed by such governmental authority as “closed”),

(v) such conditions or circumstances identified in the Phase I Environmental Report wereinvestigated further and, based upon such additional investigation, an environmentalconsultant recommended no further investigation or remediation,

(vi) a party with financial resources reasonably estimated to be adequate to cure the conditionor circumstance provided a guaranty or indemnity to the related Borrower or lender tocover the costs of any required investigation, testing, monitoring or remediation, or

(vii) the reasonably estimated costs of such remediation do not exceed 2% of the outstandingprincipal balance of the related TEL.

C-1-9

(f) To the depositor’s knowledge, in reliance on such Environmental Reports and except as set forthin such Environmental Reports, each Project is in material compliance with all HazardousMaterials Laws, and to the depositor’s knowledge, no notice of violation of such laws has beenissued by any governmental agency or authority, except, in all cases, as indicated in suchEnvironmental Reports or other documents previously provided to the depositor.

(g) The depositor has not taken any action which would cause the Project not to be in compliance withall Hazardous Materials Laws.

(h) All such Environmental Reports or any other environmental assessments of which the depositorhas possession have been disclosed.

(i) With respect to the Projects securing the TELs that were not the subject of an environmental siteassessment within the 12 months immediately prior to the Cut-off Date:

(i) no Hazardous Material is present on such Project such that (A) the value of such Projectis materially and adversely affected or (B) under applicable federal, state or local law,

(1) such Hazardous Material could be required to be eliminated at a cost materiallyand adversely affecting the value of the Project before such Project could bealtered, renovated, demolished or transferred, or

(2) the presence of such Hazardous Material could (upon action by the appropriategovernmental authorities) subject the owner of such Project, or the holders of asecurity interest therein, to liability for the cost of eliminating such HazardousMaterial or the hazard created thereby at a cost materially and adverselyaffecting the value of the Project, and

(ii) such Project is in material compliance with all applicable federal, state and local lawspertaining to Hazardous Materials or environmental hazards, any noncompliance withsuch laws does not have a material adverse effect on the value of such Project, andneither the depositor nor, to the depositor’s knowledge, the related Borrower or anycurrent tenant thereon, has received any notice of violation or potential violation of anysuch law.

“Hazardous Materials” means

(i) petroleum and petroleum products and compounds containing them, including gasoline,diesel fuel and oil; explosives; flammable materials; radioactive materials;polychlorinated biphenyls (“PCBs”) and compounds containing them,

(ii) lead and lead-based paint,

(iii) asbestos or asbestos-containing materials in any form that is or could become friable,

(iv) underground or above-ground storage tanks, whether empty or containing any substance,

(v) any substance the presence of which on the Project is prohibited by any federal, state orlocal authority,

(vi) any substance that requires special handling and any other material or substance now orin the future that is defined as a “hazardous substance,” “hazardous material,” “hazardouswaste,” “toxic substance,” “toxic pollutant,” “contaminant,” or “pollutant” by or withinthe meaning of any Hazardous Materials Law, or

C-1-10

(vii) any substance that is regulated in any way by or within the meaning of any HazardousMaterials Law.

“Hazardous Materials Law” means

(i) any federal, state, and local laws, ordinances and regulations and standards, rules,policies and other governmental requirements, administrative rulings and court judgmentsand decrees in effect now or in the future and including all amendments, that relate toHazardous Materials or the protection of human health or the environment and apply tothe Borrower or to the Project, and

(ii) Hazardous Materials Laws include the Comprehensive Environmental Response,Compensation and Liability Act, 42 U.S.C. Section 9601, et seq., the ResourceConservation and Recovery Act of 1976, 42 U.S.C. Section 6901, et seq., the ToxicSubstances Control Act, 15 U.S.C. Section 2601, et seq., the Clean Water Act, 33 U.S.C.Section 1251, et seq., and the Hazardous Materials Transportation Act, 49 U.S.C. Section5101, et. seq., and their state analogs.

(15) Insurance.

(a) Each related Project is insured by each of the following:

(i) a property damage insurance policy, issued by an insurer meeting the requirements of therelated TEL Documents and the Guide, in an amount not less than

(A) the lesser of (1) the outstanding principal amount of the related TEL and (2) thereplacement cost (with no deduction for physical depreciation) of the Project,and

(B) the amount necessary to avoid the operation of any co-insurance provisions withrespect to the related Project,

(ii) business income or rental value insurance covering no less than the effective grossincome, as determined by the depositor, attributable to the Project for 12 months,

(iii) comprehensive general liability insurance in amounts generally required by prudentmultifamily mortgage lenders for similar properties, and

(iv) if windstorm and related perils and/or “Named Storm” is excluded from the propertydamage insurance policy, the Project is insured by a separate windstorm insurance policyor endorsement covering damage from windstorm and related perils and/or “NamedStorm” in an amount not less than:

(A) the lesser of (1) the outstanding principal amount of the related TEL and (2) thereplacement cost (with no deduction for physical depreciation) of the Project,and

(B) the amount necessary to avoid the operation of any co-insurance provisions withrespect to the related Project.

(b) A seismic assessment has been prepared for all Projects with borrower-owned structures located in(i) seismic zones 3 or 4, or (ii) a geographic location with a horizontal Peak Ground Acceleration(PGA) equal to or greater than 0.15g, for the sole purpose of assessing (A) a scenario expectedloss (“SEL”) or (B) the probable maximum loss (“PML”) for the Project in the event of anearthquake. In such instance, the SEL/PML was based upon a 475-year lookback with a 10%probability of exceedance in a 50-year period. If a seismic assessment concluded that theSEL/PML on a Project would exceed 20% of the amount of the replacement costs of the

C-1-11

improvements, earthquake insurance was required in an amount not less than 150% of an amountequal to the difference between (i) the projected loss for the Project using the actual SEL/PML and(ii) the projected loss for the Project using a 20% SEL/PML.

(c) Each insurance policy (other than liability policies) requires at least ten days’ prior notice to thelender of termination or cancellation by the insurer arising because of non-payment of a premiumand at least 30 days’ prior notice to the lender of termination or cancellation by the insurer arisingfor any reason other than non-payment of a premium, and no such notice has been received by thedepositor.

(d) All premiums on such insurance policies required to be paid have been paid.

(e) Each insurance policy contains standard mortgagee and loss payee clauses in favor of lender, andnames the mortgagee as an additional insured in the case of liability insurance policies (other thanwith respect to professional liability policies).

(f) Based solely on a flood zone determination, if any material portion of the improvements locatedon the Project, exclusive of any parking lots, is located in an area identified by the FederalEmergency Management Agency as a special flood hazard area, then the Borrower is required tomaintain flood insurance for such portion of the improvements in an amount equal to themaximum amount available under the National Flood Insurance Program, plus such additionalexcess flood coverage in an amount generally required by prudent multifamily mortgage lendersfor similar properties.

(g) The related TEL Documents for each TEL obligate the related Borrower to maintain all suchinsurance and, if the Borrower fails to do so, authorize the lender to maintain such insurance at theBorrower’s cost and expense and to seek reimbursement for such insurance from the Borrower.

(h) None of the TEL Documents contains any provision that expressly excuses the related Borrowerfrom obtaining and maintaining insurance coverage for acts of terrorism.

(i) The related TEL Documents for each TEL contain customary provisions consistent with thepractices of prudent multifamily mortgage lenders for similar properties requiring the relatedBorrower to obtain such other insurance as the lender may require from time to time.

(16) Grace Periods.

For any TEL that provides for a grace period with respect to delinquent monthly payments, such graceperiod is no longer than ten days from the applicable payment date.

(17) Due on Encumbrance.

Each TEL prohibits the related Borrower from doing either of the following:

(a) from mortgaging or otherwise encumbering the Project without the prior written consent of thedepositor or the satisfaction of debt service coverage and other criteria specified in the related TELDocuments, and

(b) from carrying any additional indebtedness, except as set forth in the TEL Documents or inconnection with trade debt and equipment financings incurred in the ordinary course ofBorrower’s business.

C-1-12

(18) Carveouts to Non-Recourse.

(a) The TEL Documents for each TEL provide that:

(i) the related Borrower will be liable to the lender for any losses incurred by the lender dueto any of the following:

(A) the misapplication or misappropriation of rents (after a demand is made after anevent of default), insurance proceeds or condemnation awards,

(B) any breach of the environmental covenants contained in the related TELDocuments,

(C) fraud by such Borrower in connection with the application for or creation of theTEL or in connection with any request for any action or consent by the lender,and

(ii) the Project Loan will become full recourse in the event of a voluntary bankruptcy filingby the Borrower.

(b) One or more natural persons are jointly and severally liable with the Borrower with respect to(a)(i) and (a)(ii).

(19) Financial Statements.

The TEL Documents require the Borrower to provide the depositor with quarterly and annual operatingstatements, rent rolls (or annual maintenance rolls in the case of cooperative associations), and relatedinformation and annual financial statements.

(20) Due on Sale.

(a) Each TEL contains provisions for the acceleration of the payment of the unpaid principal balanceof such TEL if, without the consent of the depositor and/or if not in compliance with therequirements of the related TEL Documents, the related Project or a controlling interest in therelated Borrower is directly or indirectly transferred or sold, except with respect to any of thefollowing transfers:

(i) transfers of certain interests in the related Borrower to Persons already holding direct orindirect interests in such Borrower, their family members, affiliated companies and otherestate planning related transfers that satisfy certain criteria specified in the related TELDocuments (which criteria are consistent with the practices of prudent multifamilymortgage lenders),

(ii) transfers of less than a controlling interest in a Borrower,

(iii) transfers of common stock in publicly traded companies, or

(iv) if the related Project is a residential cooperative property, transfers of stock of the relatedBorrower in connection with the assignment of a proprietary lease for a unit in the relatedProject by a tenant-shareholder of the related Borrower to other Persons who by virtue ofsuch transfers become tenant-shareholders in the related Borrower.

(b) The TEL Documents require the Borrower to pay all fees and expenses associated with securingthe consent or approval of the depositor for all actions requiring such consent or approval underthe TEL Documents, including the cost of counsel opinions relating to securitization and/or taxissues.

C-1-13

(21) Assignment of Leases.

(a) Each Mortgage File contains an assignment of leases (each, an “Assignment of Leases”) that ispart of the related Security Instrument.

(b) Each such Assignment of Leases creates a valid present assignment of, or a valid first priority lienon, or security interest in, certain rights under the related lease or leases, subject only to a licensegranted to the related Borrower to exercise certain rights and to perform certain obligations of thelessor under such lease or leases, including the right to operate the related leased property, exceptas enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or otherlaws affecting the enforcement of creditors’ rights or by general principles of equity (regardless ofwhether enforceability is considered in a proceeding in equity or at law).

(c) No Person other than the related Borrower owns any interest in any payments due under therelated lease or leases that is superior to, or of equal priority with, the Fiscal Agent’s interest.

(d) The related Security Instrument provides for the appointment of a receiver for rents or allows theholder thereof to enter into possession to collect rents or provides for rents to be paid directly tothe Fiscal Agent in the event of a default under the Project Loan.

(22) Insurance Proceeds and Condemnation Awards.

(a) Each TEL provides that insurance proceeds and condemnation awards will be applied to one of thefollowing:

(i) restoration or repair of the related Project,

(ii) restoration or repair of the related Project, with any excess insurance proceeds orcondemnation awards after restoration or repair being paid to the Borrower, or

(iii) reduction of the principal amount of the TEL.

(b) In the case of all casualty losses or condemnations resulting in proceeds or awards in excess of aspecified dollar amount or percentage of the TEL amount that a prudent multifamily lender woulddeem satisfactory and acceptable, the depositor or the Fiscal Agent (if the depositor does notexercise its right to apply the insurance proceeds or condemnation awards (including proceedsfrom settlement of condemnation actions) to the principal balance of the related TEL inaccordance with the TEL Documents) has the right to hold and disburse such proceeds or awardsas the repairs or restoration progresses.

(c) To the depositor’s knowledge, there is no proceeding pending for the total or partial condemnationof such Project that would have a material adverse effect on the use or value of the Project.

(23) Customary Provisions.

(a) The TEL Documents for each TEL, together with applicable state law, contain customary andenforceable provisions so as to render the rights and remedies of the holder of each GovernmentalNote or Security Instrument adequate for the practical realization against the related Project of theprincipal benefits of the security in the collateral intended to be provided by such GovernmentalNote or the lien of such Security Instrument, including realization by judicial or, if applicable,non-judicial foreclosure, except as the enforcement of the Security Instrument may be limited bybankruptcy, insolvency, reorganization, moratorium, redemption or other laws affecting theenforcement of creditors’ rights or by general principles of equity (regardless of whether suchenforceability is considered in a proceeding in equity or at law).

C-1-14

(b) No Borrower is a debtor in, and no Project is the subject of, any state or federal bankruptcy orinsolvency proceeding, and, as of the Origination Date, no guarantor was a debtor in any state orfederal bankruptcy or insolvency proceeding.

(24) Litigation.

To the knowledge of the depositor, there are no actions, suits or proceedings before any court,administrative agency or arbitrator concerning any TEL, Project Loan, Borrower or related Project, anadverse outcome of which would reasonably be expected to materially and adversely affect any of thefollowing:

(a) title to the Project or the validity or enforceability of the related Security Instrument,

(b) the value of the Project as security for the TEL,

(c) the use for which the Project was intended, or

(d) the Borrower’s ability to perform under the related TEL Documents.

(25) Escrow Deposits.

(a) Except as previously disbursed pursuant to the TEL Documents, all escrow deposits and paymentsrelating to each TEL that are required to be deposited or paid, have been deposited or paid.

(b) All escrow deposits and payments required pursuant to each TEL are in the possession, or underthe control, of the depositor, its servicer or the Fiscal Agent.

(26) Assignment.

Each related Security Instrument and Assignment of Leases, if any, is freely assignable without the consentof the related Borrower.

(27) Appraisals.

Each Servicing File (or the Servicing File of a loan that is secured by the same Project and that isconcurrently being held by the Trustee) contains an appraisal for the related Project with a valuation datethat is within 12 months of the Closing Date and that satisfies the guidelines set forth in Title XI of theFinancial Institutions Reform, Recovery and Enforcement Act of 1989.

(28) Inspection of Project.

The depositor inspected or caused to be inspected each Project in connection with the origination of therelated TEL and within 12 months of the Closing Date.

(29) Qualification To Do Business.

To the extent required under applicable law, prior to the depositor’s acquisition of the Governmental Note,each holder of the Governmental Note, was authorized to transact and do business in the jurisdiction inwhich the related Project is located, or the failure to be so authorized did not materially and adversely affectthe enforceability of the related TEL Documents.

(30) Ownership.

(a) Immediately prior to the depositor’s transfer of the TELs to the issuing entity, the depositor hadgood title to, and was the sole owner of, each TEL.

(b) The depositor has full right, power and authority to transfer each of the TELs to the issuing entityand has validly and effectively conveyed (or caused to be conveyed) to the issuing entity all of the

C-1-15

depositor’s legal and beneficial interest in and to the TELs free and clear of any and all liens,pledges, charges, security interests and/or other encumbrances of any kind.

(31) Deed of Trust.

If the Security Instrument securing the TEL and the Project Loan is a deed of trust, each of the following istrue:

(a) a trustee, duly qualified under applicable law to serve as trustee, currently serves as trustee and isnamed in the deed of trust (or has been or may be substituted in accordance with applicable law bythe related lender), and

(b) such deed of trust does not provide for the payment of fees or expenses to such trustee by theholder of the Project Loan or the depositor or any transferee of the holder of the Project Loan orthe depositor.

(32) Validity of TEL Documents.

(a) Each note, Security Instrument or other agreement that evidences or secures the related TEL andwhich was executed by or for the benefit of the related Borrower or any guarantor is the legal,valid and binding obligation of the signatory, enforceable in accordance with its terms, except asenforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other lawsaffecting the enforcement of creditors’ rights or by general principles of equity (regardless ofwhether enforceability is considered in a proceeding in equity or at law).

(b) There is no valid offset, defense, counterclaim, or right of rescission, abatement or diminutionavailable to the related Borrower or any guarantor with respect to any such note, SecurityInstrument or other agreement, except as enforcement may be limited by bankruptcy, insolvency,reorganization, moratorium or other laws affecting the enforcement of creditors’ rights or bygeneral principles of equity (regardless of whether enforceability is considered in a proceeding inequity or at law).

(c) To the depositor’s knowledge, no offset, defense, counterclaim or right of rescission, abatement ordiminution has been asserted by Borrower or any guarantor.

(33) Compliance with Usury Laws.

As of the Origination Date, the interest rate (exclusive of any default interest, late charges, yieldmaintenance charge, or prepayment premiums) of each TEL was in compliance with, or was exempt from,applicable state or federal laws, regulations and other requirements pertaining to usury.

(34) No Shared Appreciation.

No TEL has shared appreciation rights with respect to such TEL (it being understood that equity holdings,including without limitation, preferred equity holdings, will not be considered shared appreciation rightswith respect to a TEL), any other contingent interest feature or a negative amortization feature.

(35) Whole Loan.

Each TEL is a whole loan and is not a participation interest in such TEL.

(36) Loan Information.

The information set forth in the TEL Schedule is true, complete and accurate in all material respects.

(37) Full Disbursement.

The proceeds of the TEL have been fully disbursed and there is no requirement for future advances.

C-1-16

(38) No Advances.

No advance of funds has been made by the depositor to the related Borrower, and no advance of fundshave, to the depositor’s knowledge, been received (directly or indirectly) by the Borrower from any Person(other than from any mezzanine lender as disclosed in the TEL Schedule or any preferred equity interestholder) for or on account of payments due on the TEL.

(39) Reserved.

(40) Loan Status; Waivers and Modifications.

Since the Origination Date and except pursuant to written instruments set forth in the related Mortgage Fileor as described in the Offering Circular Supplement as a the depositor Pre-Approved Servicing Request, allof the following are true and correct:

(a) the material terms of such Security Instrument, Governmental Note and related TEL Documentshave not been waived, impaired, modified, altered, satisfied, canceled, subordinated or rescindedin any respect,

(b) no related Project or any portion thereof has been released from the lien of the related SecurityInstrument in any manner which materially interferes with the security intended to be provided bysuch Security Instrument or the use, value or operation of such Project, and

(c) neither Borrower nor guarantor has been released from its obligations under the TEL Documents.

(41) Defaults.

(a) There exists no monetary default (other than payments due but not yet more than 30 days past due)or, to the depositor’s knowledge, material non-monetary default, breach, violation or event ofacceleration under the related TEL.

(b) To the depositor’s knowledge, there exists no event that, with the passage of time or with noticeand the expiration of any grace or cure period, would constitute a material default, breach,violation or event of acceleration under such TEL; provided, however, that the representations andwarranties set forth in this paragraph 41 do not address or otherwise cover any default, breach,violation or event of acceleration that specifically pertains to any matter otherwise covered by anyother representation or warranty made by the depositor in this Exhibit C-1; and, provided, further,that a breach by the Borrower of any representation or warranty contained in any TEL Document(each, a “Borrower Representation”) will not constitute a material non-monetary default, breach,violation or event of acceleration for purposes of this paragraph 41 if the subject matter of suchBorrower Representation is covered by any exception to any representation or warranty made bythe depositor in this Exhibit C-1.

(c) Since the Origination Date, except as set forth in the related Mortgage File, neither the depositor,the Fiscal Agent nor any servicer of the TEL (nor, to the depositor’s knowledge, the GovernmentalLender) has waived any material default, breach, violation or event of acceleration under any ofthe TEL Documents.

(d) Pursuant to the terms of the TEL Documents, no Person or party other than the depositor, and,with respect to defaults under the Regulatory Agreement, the Governmental Lender, may directthe Fiscal Agent to declare an event of default under such TEL Documents, and no Person or partyother than the depositor may direct the Fiscal Agent to accelerate the related indebtedness.

C-1-17

(42) Payments Current.

No scheduled payment of principal and interest under any TEL was more than 30 days past due as of theCut-off Date, and no TEL was more than 30 days delinquent in the 12-month period immediately precedingthe Cut-off Date.

(43) Reserved.

(44) Reserved.

(45) Defeasance. In connection with the defeasance of any TEL that bears interest at a fixed rate:

(a) each TEL provides that it can be defeased up until the date that is three months prior to thematurity date,

(b) no TEL provides that it can be defeased with any property other than either money or noncallableand nonprepayable direct obligations of the United States of America, or other defeasancesecurities constituting Qualified Investments approved in writing by the depositor,

(c) the related TEL Documents provide that the related Borrower is responsible for the payment of allreasonable costs and expenses of the lender, including any rating agency fees, incurred inconnection with the defeasance of such TEL and the release of the related Project,

(d) the related TEL Documents require delivery of all of the following:

(i) a written opinion of nationally recognized counsel experienced in bankruptcy matters tothe effect that if the Borrower, any general partner, member or guarantor of the Borrower,or the Governmental Lender were to become a debtor in a proceeding under theBankruptcy Code (x) payment of any money to the Funding Lender would not constitutea voidable preference under Section 547 of the Bankruptcy Code and (y) the automaticstay provisions of Section 362(a) of the Bankruptcy Code would not prevent applicationof such money to the payment of the Funding TEL,

(ii) an accountant’s certificate as to the adequacy of the defeasance collateral to make allscheduled payments, and

(iii) an opinion of nationally recognized bond counsel to the effect that the defeasance of theTEL is in accordance with the provisions of the Funding Loan Agreement and that suchdefeasance will not adversely affect the exclusion of interest on the Governmental Notefrom gross income for federal income tax purposes, and

(iii) the Fiscal Agent shall have received written confirmation that all fees, expenses orreimbursement of any advances due to the holder of the Governmental Note and itsservicer under the TEL Documents have been fully paid.

(46) Releases of Project.

The TEL Documents do not permit the release of all or any portion of the related Project from the lien ofthe related Security Instrument, except under the following circumstances:

(a) upon payment in full of all amounts due under the related TEL,

(b) in connection with a full defeasance pursuant to provisions in the related TEL Documents,

(c) if such released portion of the Project was not considered material for purposes of underwritingthe TEL, was not included in the appraisal for such Project or does not generate income,

C-1-18

(d) upon the payment of a release price at least equal to the allocated loan amount or, if none, theappraised value of the released parcel and any related prepayment premium due, or

(e) with respect to any TEL that is cross-collateralized with any other TEL(s), or any TEL that issecured by multiple Projects, in connection with the release of any cross-collateralization pursuantto provisions in the related TEL Documents.

(47) Origination and Servicing.

The origination, servicing and collection practices used by the depositor or, to the depositor’s knowledge,any prior holder or servicer of each TEL, have been in compliance with all applicable laws and regulations,and substantially in accordance with the practices of prudent multifamily mortgage lenders with respect tosimilar mortgage loans and in compliance with the Guide in all material respects.

(48) Reserved.

Each Fiscal Agent is the sole owner and holder (except for certain reserved rights of the GovernmentalLender and the beneficial interests of the depositor, as the holder of the Governmental Note) of the ProjectLoan and Security Instrument related to the TEL for which it is the Fiscal Agent. The Fiscal Agent’sinterest in each such Project Loan and Security Instrument is free and clear of any third-party securityinterests, claims and encumbrances of any kind (except for certain reserved rights of the GovernmentalLender and the beneficial interests of the depositor as the holder of the Governmental Note).

(50) Failure to Pay Fees or Expenses.

Pursuant to the TEL Documents, neither the Governmental Lender nor the Fiscal Agent, nor any other thirdparty, may direct or cause an acceleration of the TEL or the related Project Loan, or a foreclosure of thelien of the related Security Instrument pursuant to the terms of the related TEL Documents based on afailure to pay the fees or expenses or any other amounts owed to the Governmental Lender, the FiscalAgent or any such third party without the prior consent of the depositor.

(51) Reserved.

(52) LURA.

(a) As of the Origination Date, to the depositor’s knowledge, based on the related Borrower’srepresentations and warranties in the related TEL Documents, the use and operation of the Projectwas in compliance with the provisions of the Land Use Restriction Agreement, the RegulatoryAgreement or other similar tax regulatory agreement imposing operating restrictions on the Projectexecuted in connection with the TEL (in any case, the “LURA”).

(b) As of the Origination Date, to Freddie Mac’s knowledge, based on the related Borrower’srepresentations and warranties in the related TEL Documents, Borrower has not received anynotice from the agency that administers and regulates the LURA that Borrower is in default underthe LURA.

(53) Federal Income Tax Matters.

As of the Origination Date. to the depositor’s knowledge, based on the related Borrower’s representationsand warranties in the related TEL Documents, (i) the Borrower had not taken any action, omitted to takeany action, or permitted any action to be taken that would impair the exclusion from gross income forfederal income tax purposes of the interest payable on any TEL, and (ii) the Borrower was not in violationof any material requirement of any tax certificate relating to its TEL.

(49) Fiscal Agent.

C-2-1

EXHIBIT C-2

EXCEPTIONS TO DEPOSITOR’S REPRESENTATIONS AND WARRANTIES SET FORTH IN EXHIBIT C-1

Representationand Warranty

TELNumber* Project Name Issue

3(Subordinate Loans)

29

101213

El Paso PortfolioColumbus Court

Columbus Court GAPCrossroads Of Edina

Ethan Terrace Apartments

As of the Origination Date, one or more subordinatemortgages existed with respect to the Project.

3(Subordinate Loans)

169

10

Squire VillageMarcella ManorColumbus Court

Columbus Court GAP

As of the Origination Date, there was a subordinatebridge loan in place with respect to the Project, whichbridge loan was secured by tax credit equity.

9(Ground Leases)

2 El Paso Portfolio The TEL is secured only by Borrower’s interest aslessee under a ground lease of each Project and is notsecured by the fee interest in each Project.

10(Valid First Lien)

123456789

10111213

Squire VillageEl Paso Portfolio

Morh IPeterson PlazaOak Center I

Marcella ManorCrossroads Of New Brighton

Northgate PlazaColumbus Court

Columbus Court GAPPlaza Townhomes

Crossroads Of EdinaEthan Terrace Apartments

Each Project is subject to one or more regulatoryagreements, declarations of restrictive covenants, landuse restriction agreements, extended use agreements orother similar agreements (each, a “RegulatoryAgreement”) that may impose certain tenant incomeand/or rent affordability restrictions and, in somecases, certain other operating restrictions, on all or aportion of the units in the Project and may includeremedies beyond those of specific performance and/orinjunctive relief. The covenants and restrictionscontained in the Regulatory Agreement may run withthe land and may be binding on Borrower and itssuccessors and assigns and all others later acquiringright or title to the Project.


2 El Paso Portfolio Each Project is subject to an option to purchase (the“Project Purchase Options”) in favor of the groundlessor under the ground leases. Based on the terms ofthe ground leases, the Project Purchase Options aresubordinate to the lien of the Security Instrument, butthe Project Purchase Options may be binding on otherslater acquiring right or title to the Projects.


7 Crossroads Of New Brighton The Project is subject to a right of first refusal (the“ROFR”) under a recorded agreement. The ROFR isnot subordinate to the lien of the Security Instrument.

* As specified in the column “Loan No. / Property No.” on Exhibit A-1.

C-2-2




12 Crossroads Of Edina The Project is subject to a right of first refusal (the“ROFR”) under a recorded agreement. The ROFR wasmade subordinate to the lien of the Security Instrumentpursuant to a recorded subordination agreement, butthe ROFR may be binding on others later acquiringright or title to the Project.

11(Title Insurance)

123456789

10111213







Each Project is subject to one or more RegulatoryAgreements that may impose certain tenant incomeand/or rent affordability restrictions and, in somecases, certain other operating restrictions, on all or aportion of the units in the Project and may includeremedies beyond those of specific performance and/orinjunctive relief. The covenants and restrictionscontained in the Regulatory Agreement may run withthe land and may be binding on Borrower and itssuccessors and assigns and all others later acquiringright or title to the Project.

11(Title Insurance)

2 El Paso Portfolio Each Project is subject to the Project Purchase Optionsin favor of the ground lessor under the groundleases. Based on the terms of the ground leases, theProject Purchase Options are subordinate to the lien ofthe Security Instrument, but the Project PurchaseOptions may be binding on others later acquiring rightor title to the Projects.

11(Title Insurance)

7 Crossroads Of New Brighton The Project is subject to the ROFR under a recordedagreement. The ROFR is not subordinate to the lien ofthe Security Instrument.

11(Title Insurance)

12 Crossroads Of Edina The Project is subject to the ROFR under a recordedagreement. The ROFR was made subordinate to thelien of the Security Instrument pursuant to a recordedsubordination agreement, but the ROFR may bebinding on others later acquiring right or title to theProject.

18(Carveouts to Non-

Recourse)

1234567

1112




Plaza TownhomesCrossroads Of Edina

The guarantor is not a natural person.

C-2-3



21(Assignment of

Leases)

35

Morh IOak Center I

The Project is subject to a regulatory agreement (the“TCAC Regulatory Agreement”), which grants anassignment of rents to the Tax Credit AllocationCommittee as security for Borrower’s performanceunder such TCAC Regulatory Agreement. The TCACRegulatory Agreement is not subordinated to the lienof the Security Instrument. The Assignment of Leasesis subject to the assignment of rents contained in theTCAC Regulatory Agreement.

27(Appraisals)

123456789

10111213







The Servicing File for the Project contains an appraisalthat is not dated within 12 months of the Closing Date.

28(Inspection of

Project)

13 Ethan Terrace Apartments The Project was inspected more than 12 months priorto the Closing Date.

30(Ownership)

123456789

101112






Crossroads Of Edina

Each Project has a Housing Assistance PaymentContract (the “HAP Contract”) in place betweenBorrower and the United States Department ofHousing and Urban Development or a state or localhousing agency (collectively, “HUD”). HUD hasprovided a consent (the “HUD Consent”) to Borrowerand Freddie Mac that permits Borrower to assign asecurity interest in the HAP Contract to Freddie Mac.The HUD Consent by its terms states that neither theHAP Contract nor the HUD Consent can be assignedto any other parties, including the Depositor, withoutHUD’s consent. Neither the HAP Contract nor theHUD Consent is being assigned or delivered to theDepositor or any other party as a result.

C-2-4



34(No Shared

Appreciation)

1 Squire Village The Project benefits from an unrecorded TaxAbatement Agreement (the “Tax AbatementAgreement”) in favor of The Town of Manchester,Connecticut (“Town”). Pursuant to the Tax AbatementAgreement, in the event of a sale of the entirety of theProject to an unrelated third party during the term ofthe Tax Abatement Agreement, the Town is entitled toa portion of the purchase price in certaincircumstances; provided, however, that any transfer oftitle to the Project as the result of foreclosure or deedin lieu thereof is not considered to be a sale under theterms of the Tax Abatement Agreement.

D-1

EXHIBIT D

DECREMENT TABLE FOR THE CLASS A CERTIFICATES

Percentage of Initial Principal Balance Outstanding For:

Class A Certificates0% CPR During Defeasance, Yield Maintenance and Static Prepayment Premium Periods

— Otherwise at Indicated CPR

Prepayments

Following the Distribution Date in— 0% CPR 25% CPR 50% CPR 75% CPR 100% CPR

Closing Date ................................................................100% 100% 100% 100% 100%

November 2018 ...........................................................98% 98% 98% 98% 98%

November 2019 ...........................................................97% 97% 97% 97% 97%November 2020 ...........................................................95% 95% 95% 95% 95%

November 2021 ...........................................................94% 94% 94% 94% 94%

November 2022 ...........................................................92% 92% 92% 92% 92%


November 2025 ...........................................................86% 86% 85% 84% 79%

November 2026 ...........................................................84% 82% 80% 78% 77%


November 2029 ...........................................................78% 73% 71% 71% 71%

November 2030 ...........................................................75% 70% 68% 68% 68%


November 2033 and thereafter................................ 0% 0% 0% 0% 0%

Weighted average life (in years) ...............................12.82 12.59 12.47 12.40 12.22


E-1

EXHIBIT E

PRICE/YIELD TABLE FOR THE CLASS X CERTIFICATES

Corporate Bond Equivalent (CBE) Yield of the Class X Certificates at Various CPRs*1.95709%** Per Annum Initial Pass-Through Rate

$310,560,703 Initial Notional Amount

0% CPR During Defeasance, Yield Maintenance and Static Prepayment Premium Periods— Otherwise at Indicated CPR

Price (%)***0% CPR CBE

Yield (%)25% CPR CBE




Yield (%)

10.0000 14.67 14.62 14.59 14.56 14.4810.5000 13.61 13.56 13.53 13.50 13.4211.0000 12.64 12.59 12.56 12.53 12.4411.5000 11.74 11.68 11.65 11.62 11.5312.0000 10.90 10.84 10.81 10.78 10.6812.5000 10.11 10.06 10.02 9.99 9.8913.0000 9.38 9.32 9.29 9.25 9.1413.5000 8.68 8.63 8.59 8.56 8.4514.0000 8.03 7.97 7.94 7.90 7.7914.5000 7.41 7.35 7.32 7.28 7.1615.0000 6.83 6.77 6.73 6.69 6.57

Weighted AverageLife (in years) 13.09 12.88 12.77 12.70 12.53

* Yields presented in the table above are based on an assumed LIBOR of 1.25000% per annum and discounting on a 30/360 day countconvention. Assumes the exercise of the right to purchase the TELs in the event the total Stated Principal Balance of the TEL pool is lessthan 10% of the initial TEL pool balance, as described under “The Pooling Agreement—Termination” in this offering circular supplement.

** Approximate.*** Exclusive of accrued interest.